Common use of Tax Liability of the Participant and Payment of Taxes Clause in Contracts

Tax Liability of the Participant and Payment of Taxes. The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to the Granted Shares issued pursuant to this Agreement, including, without limitation, the Lapsing Forfeiture Right, shall be the Participant’s responsibility. Without limiting the foregoing, the Participant agrees that, to the extent that the lapsing of restrictions on disposition of any of the Granted Shares or the declaration of dividends on any such shares before the lapse of such restrictions on disposition results in the Participant’s being deemed to be in receipt of earned income under the provisions of the Code, the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. In connection with the foregoing, the Participant agrees that if an arrangement to pay the withholding obligation in cash has not been received by the Company prior to the date that Granted Shares shall be released from the Lapsing Forfeiture Right, the Company shall authorize a registered broker(s) (the “Broker”) to sell on the date that the Granted Shares shall be released from the Lapsing Forfeiture Right such number of Granted Shares as the Company instructs the Broker to sell to satisfy the Company’s withholding obligations, after deduction of the Broker’s commission, and the Broker shall remit to the Company the cash necessary in order for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s tax withholding obligation the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient to pay the Company’s tax withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any tax withholding obligation that is not satisfied by the sale of shares of Common Stock. The Participant agrees to hold the Company and the Broker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company and the Broker are under no obligation to arrange for such sale at any particular price. In connection with such sale of Granted Shares, the Participant shall execute any such documents requested by the Broker in order to effectuate the sale of the Granted Shares and payment of the withholding obligation to the Company. The Company shall not deliver any shares of Common Stock to the Participant until all of the Company’s withholding obligations have been satisfied. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1(i)(B) under the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, the Company shall have the right to require the Company payments be made in cash instead of through the sale of shares of Common Stock if it reasonably believes that the sale of shares would violate applicable securities laws. Upon execution of this Agreement, the Participant may file an election under Section 83 of the Code. The Participant acknowledges that if he does not file such an election, as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1, the Participant will have income for tax purposes equal to the fair market value of the Granted Shares at such date, less the price paid for the Granted Shares by the Participant.

Tax Liability of the Participant and Payment of Taxes. The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to this Award or the Granted Shares shares of Common Stock to be issued pursuant to this Agreement, including, without limitation, the Lapsing Forfeiture Right, Agreement or otherwise sold shall be the Participant’s responsibility. Without limiting the foregoing, the Participant agrees that, to that if under applicable law the extent that Participant will owe taxes at each vesting or settlement date on the lapsing of restrictions on disposition of any portion of the Granted Shares Award then vested or the declaration of dividends on any such shares before the lapse of such restrictions on disposition results in the Participant’s being deemed to be in receipt of earned income under the provisions of the Codesettled, as applicable, the Company shall be entitled to immediate payment from the Participant of the amount of any tax or other amounts required to be withheld by the Company by applicable law or regulation. Any taxes or other amounts due shall be paid as follows: (a) subject to approval by the Board or Committee, as applicable, through reducing the number of shares of Common Stock entitled to be issued to the Participant on the applicable settlement date in an amount not in excess of the maximum amount of tax required to be withheld by law (or such other amount as may be permitted while still avoiding classification of this Award as a liability for financial accounting purposes). Fractional shares will not be retained to satisfy any portion of the Company’s withholding obligation. In connection with the foregoingAccordingly, the Participant agrees that if in the event that the amount of withholding required would result in a fraction of a share being owed, that amount will be satisfied by withholding the fractional amount from the Participant’s paycheck; (b) at the option of the Company, by requiring the Participant to deposit with the Company an arrangement amount of cash equal to pay the withholding obligation in cash has not been received amount determined by the Company prior to be required to be withheld with respect to the date that Granted Shares shall be released statutory minimum amount of the Participant’s total tax and other withholding obligations due and payable by the Company or otherwise withholding from the Lapsing Forfeiture RightParticipant’s paycheck an amount equal to such amounts due and payable by the Company; or (c) if the Company believes that the sale of shares can be made in compliance with applicable securities laws, authorizing, at a time when the Participant is not in possession of material nonpublic information, the Company shall authorize a registered broker(s) (sale by the “Broker”) to sell Participant on the applicable vesting date that the Granted Shares shall be released from the Lapsing Forfeiture Right of such number of Granted Shares shares of Common Stock as the Company instructs the Broker necessary to sell to satisfy the Company’s withholding obligationsobligation, after deduction of the Brokerbroker’s commission, and the Broker broker shall be required to remit to the Company the cash necessary in order for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s tax withholding obligation obligation, the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient to pay the Company’s tax withholding obligation obligation, the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any tax withholding obligation that is not satisfied by the sale of shares of Common Stock. The Participant agrees to hold the Company and the Broker broker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company and the Broker are broker is under no obligation to arrange for such sale at any particular price. In connection with such sale of Granted Sharesshares of Common Stock, the Participant shall execute any such documents requested by the Broker broker in order to effectuate the sale of the Granted Shares shares of Common Stock and payment of the withholding obligation to the Company. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1)(i)(B) under the Exchange Act. The Company shall not deliver any shares of Common Stock to the Participant until it is satisfied that all of the Company’s withholding obligations required withholdings have been satisfied. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1(i)(B) under the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, the Company shall have the right to require the Company payments be made in cash instead of through the sale of shares of Common Stock if it reasonably believes that the sale of shares would violate applicable securities laws. Upon execution of this Agreement, the Participant may file an election under Section 83 of the Code. The Participant acknowledges that if he does not file such an election, as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1, the Participant will have income for tax purposes equal to the fair market value of the Granted Shares at such date, less the price paid for the Granted Shares by the Participantmade.

Tax Liability of the Participant and Payment of Taxes. The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to this Award or the Granted Shares shares of Common Stock to be issued pursuant to this Agreement, including, without limitation, the Lapsing Forfeiture Right, Agreement or otherwise sold shall be the Participant’s responsibility. Without limiting the foregoing, the Participant agrees that, to if under applicable law the extent that Participant will owe taxes at each vesting date on the lapsing of restrictions on disposition of any portion of the Granted Shares or the declaration of dividends on any such shares before the lapse of such restrictions on disposition results in the Participant’s being deemed to be in receipt of earned income under the provisions of the CodeAward then vested, the Company shall be entitled to immediate payment from the Participant of the amount of any tax or other amounts required to be withheld by the Company by applicable law or regulation. Any taxes or other amounts due shall be paid, at the option of the Administrator, as follows: (a) through reducing the number of shares of Common Stock entitled to be issued to the Participant on the applicable vesting date in an amount equal to the statutory minimum of the Participant’s total tax and other withholding obligations due and payable by the Company. In connection with Fractional shares will not be retained to satisfy any portion of the foregoingCompany’s withholding obligation. Accordingly, the Participant agrees that if in the event that the amount of withholding required would result in a fraction of a share being owed, that amount will be satisfied by withholding the fractional amount from the Participant’s paycheck; (b) requiring the Participant to deposit with the Company an arrangement amount of cash equal to pay the withholding obligation in cash has not been received amount determined by the Company prior to be required to be withheld with respect to the date that Granted Shares shall be released statutory minimum amount of the Participant’s total tax and other withholding obligations due and payable by the Company or otherwise withholding from the Lapsing Forfeiture RightParticipant’s paycheck an amount equal to such amounts due and payable by the Company; or (c) if the Company believes that the sale of shares can be made in compliance with applicable securities laws, authorizing, at a time when the Participant is not in possession of material nonpublic information, the Company shall authorize a registered broker(s) (sale by the “Broker”) to sell Participant on the applicable vesting date that the Granted Shares shall be released from the Lapsing Forfeiture Right of such number of Granted Shares shares of Common Stock as the Company instructs the Broker a registered broker to sell to satisfy the Company’s withholding obligationsobligation, after deduction of the Brokerbroker’s commission, and the Broker broker shall be required to remit to the Company the cash necessary in order for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s tax withholding obligation obligation, the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient to pay the Company’s tax withholding obligation obligation, the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any tax withholding obligation that is not satisfied by the sale of shares of Common Stock. The Participant agrees to hold the Company and the Broker broker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company and the Broker broker are under no obligation to arrange for such sale at any particular price. In connection with such sale of Granted Sharesshares of Common Stock, the Participant shall execute any such documents requested by the Broker broker in order to effectuate the sale of the Granted Shares shares of Common Stock and payment of the withholding obligation to the Company. The Company shall not deliver any shares of Common Stock to the Participant until all of the Company’s withholding obligations have been satisfied. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1(i)(B) under the Securities Exchange Act of 1934, as amended. Notwithstanding It is the foregoingCompany’s intention that the Participant’s tax obligations under this Section 8 shall be satisfied through the procedure of Subsection (c) above, unless the Company provides notice of an alternative procedure under this Section, in its discretion. The Company shall have the right to require the Company payments be made in cash instead of through the sale of not deliver any shares of Common Stock if it reasonably believes that the sale of shares would violate applicable securities laws. Upon execution of this Agreement, to the Participant may file an election under Section 83 of the Code. The Participant acknowledges until it is satisfied that if he does not file such an election, as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1, the Participant will all required withholdings have income for tax purposes equal to the fair market value of the Granted Shares at such date, less the price paid for the Granted Shares by the Participantbeen made.

Tax Liability of the Participant and Payment of Taxes. The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to this Award or the Granted Shares shares of Common Stock to be issued pursuant to this Agreement, including, without limitation, the Lapsing Forfeiture Right, Agreement or otherwise sold shall be the Participant’s responsibility. Without limiting the foregoing, the Participant agrees that, to that if under applicable law the extent that Participant will owe taxes at each vesting date on the lapsing of restrictions on disposition of any portion of the Granted Shares or the declaration of dividends on any such shares before the lapse of such restrictions on disposition results in the Participant’s being deemed to be in receipt of earned income under the provisions of the Code, Award then vested the Company shall be entitled to immediate payment from the Participant of the amount of any tax or other amounts required to be withheld by the Company by applicable law or regulation. Any taxes or other amounts due shall be paid, at the option of the Company as follows: (a) through reducing the number of shares of Common Stock entitled to be issued to the Participant on the applicable vesting date in an amount equal to the statutory minimum of the Participant’s total tax and other withholding obligations due and payable by the Company. In connection with Fractional shares will not be retained to satisfy any portion of the foregoingCompany’s withholding obligation. Accordingly, the Participant agrees that if in the event that the amount of withholding required would result in a fraction of a share being owed, that amount will be satisfied by withholding the fractional amount from the Participant’s paycheck; or in the alternative, at the election of the Company, the Company may additionally reduce the number of shares of Common Stock entitled to be issued to the Participant on the applicable vesting date in an arrangement amount equal to those additional whole shares necessary to cover the minimum of the Participant’s total tax and other withholding obligations due and payable by the Company, and to the extent the proceeds of such sale exceed the Company’s withholding obligation, the Company agrees to pay such excess cash to the Participant as soon as practicable or to apply such excess as a payment of the Participant’s federal income tax withholding obligation in amount; (b) requiring the Participant to deposit with the Company an amount of cash has not been received equal to the amount determined by the Company prior to be required to be withheld with respect to the date that Granted Shares shall be released statutory minimum amount of the Participant’s total tax and other withholding obligations due and payable by the Company or otherwise withholding from the Lapsing Forfeiture RightParticipant’s paycheck an amount equal to such amounts due and payable by the Company; or (c) if the Company believes that the sale of shares can be made in compliance with applicable securities laws, authorizing, at a time when the Participant is not in possession of material nonpublic information, the Company shall authorize a registered broker(s) (sale by the “Broker”) to sell Participant on the applicable vesting date that the Granted Shares shall be released from the Lapsing Forfeiture Right of such number of Granted Shares shares of Common Stock as the Company instructs the Broker a registered broker to sell to satisfy the Company’s withholding obligationsobligation, after deduction of the Brokerbroker’s commission, and the Broker broker shall be required to remit to the Company the cash necessary in order for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s tax withholding obligation the Company agrees to pay such excess cash to the Participant as soon as practicable, or to apply such excess as a payment of the Participant’s federal income tax withholding amount. In addition, if such sale is not sufficient to pay the Company’s tax withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any tax withholding obligation that is not satisfied by the sale of shares of Common Stock. The Participant agrees to hold the Company and the Broker broker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company and the Broker broker are under no obligation to arrange for such sale at any particular price. In connection with such sale of Granted Sharesshares of Common Stock, the Participant shall execute any such documents requested by the Broker broker in order to effectuate the sale of the Granted Shares shares of Common Stock and payment of the withholding obligation to the Company. The Company shall not deliver any shares of Common Stock to the Participant until all of the Company’s withholding obligations have been satisfied. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1(i)(B) under the Securities Exchange Act of 1934, as amendedAct. Notwithstanding the foregoing, the The Company shall have the right to require the Company payments be made in cash instead of through the sale of not deliver any shares of Common Stock if it reasonably believes that the sale of shares would violate applicable securities laws. Upon execution of this Agreement, to the Participant may file an election under Section 83 of the Code. The Participant acknowledges until it is satisfied that if he does not file such an election, as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1, the Participant will all required withholdings have income for tax purposes equal to the fair market value of the Granted Shares at such date, less the price paid for the Granted Shares by the Participantbeen made.

Tax Liability of the Participant and Payment of Taxes. The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to the Granted Shares issued pursuant to this Agreement, including, without limitation, the Lapsing Forfeiture Right, shall be the Participant’s responsibility. Without limiting the foregoing, the Participant agrees that, to the extent that the lapsing of restrictions on disposition of any of the Granted Shares or the declaration of dividends on any such shares before the lapse of such restrictions on disposition results in the Participant’s being deemed to be in receipt of earned income under the provisions of the Code, the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. In connection with the foregoing, the Participant agrees that if an arrangement to pay the withholding obligation in cash has not been received by the Company prior to the date that Granted Shares shall be released from the Lapsing Forfeiture Right, the Company shall authorize a registered broker(s) broker (the “Broker”) to sell on the such date that the Granted Shares shall be released from the Lapsing Forfeiture Right such number of Granted Shares otherwise deliverable to the Participant on that date as the Company instructs the Broker to sell to satisfy the Company’s withholding obligationsobligation, after deduction of the Broker’s commission, and the Broker shall remit to the Company the cash necessary in order for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s tax withholding obligation the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if If such sale is not sufficient to pay the Company’s tax withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any tax withholding obligation amounts that is are not satisfied by the sale of shares of Common Stock. The Participant agrees to hold the Company and the Broker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company and the Broker are under no obligation to arrange for such sale at any particular price. In connection with such sale of Granted Shares, the Participant shall execute any such documents requested by the Broker in order to effectuate the sale of the Granted Shares and payment of the withholding obligation to the Company. The Company shall not deliver any shares of Common Stock the Granted Shares to the Participant until all of the Company’s withholding obligations withholdings have been satisfiedmade. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1(i)(B) under the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, the Company shall have the right to require the Company payments withholding obligation to be made in cash instead of through the sale of shares of Common Stock if it reasonably believes that the sale of shares would violate applicable securities laws. Upon execution of this Agreement, the Participant may file an election under Section 83 of the Code. The Participant acknowledges that if he does not file such an election, as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.12, the Participant will have income for tax purposes equal to the fair market value of the Granted Shares at such date, less the price paid for the Granted Shares by the Participant.

Tax Liability of the Participant and Payment of Taxes. The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to the Granted Shares issued pursuant to this Agreement, including, without limitation, the Lapsing Forfeiture Right, shall be the Participant’s responsibility. Without limiting the foregoing, the Participant agrees that, to the extent that the lapsing of restrictions on disposition of any of the Granted Shares or the declaration of dividends on any such shares before the lapse of such restrictions on disposition results in the Participant’s being deemed to be in receipt of earned income under the provisions of the Code, the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. In connection with the foregoing, the Participant agrees that if an arrangement to pay the withholding obligation in cash has not been received by the Company prior to the date that Granted Shares shall be released from the Lapsing Forfeiture Right, the Company shall authorize a registered broker(s) (the “Broker”) to sell on the date that the Granted Shares shall be released from the Lapsing Forfeiture Right such number of Granted Shares as the Company instructs the Broker to sell to satisfy the Company’s withholding obligations, after deduction of the Broker’s commission, and the Broker shall remit to the Company the cash necessary in order for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s tax withholding obligation the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient to pay the Company’s tax withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any tax withholding obligation that is not satisfied by the sale of shares of Common Stock. The Participant agrees to hold the Company and the Broker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company and the Broker are under no obligation to arrange for such sale at any particular price. In connection with such sale of Granted Shares, the Participant shall execute any such documents requested by the Broker in order to effectuate the sale of the Granted Shares and payment of the withholding obligation to the Company. The Company shall not deliver any shares of Common Stock to the Participant until all of the Company’s withholding obligations have been satisfied. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1(i)(B) under the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, the Company shall have the right to require the Company payments be made in cash instead of through the sale of shares of Common Stock if it reasonably believes that the sale of shares would violate applicable securities laws. Upon execution of this Agreement, the Participant may file an election under Section 83 of the Code. Code in substantially the form attached as Exhibit B. The Participant acknowledges that if he does not file such an election, as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1, the Participant will have income for tax purposes equal to the fair market value of the Granted Shares at such date, less the price paid for the Granted Shares by the Participant. The Participant has been given the opportunity to obtain the advice of his or her tax advisors with respect to the tax consequences of the purchase of the Granted Shares and the provisions of this Agreement. The Participant shall be required to deposit with the Company an amount of cash equal to the amount determined by the Company to be required with respect to the statutory minimum of the Participant’s estimated total federal, state and local tax obligations associated with the termination of the Lapsing Forfeiture Right with respect to the Granted Shares. In connection with the foregoing, any taxes or other amounts required to be withheld by the Company by applicable law or regulation shall be paid, at the option of the Company as follows: (i) requiring the Participant to deposit with the Company an amount of cash equal to the amount determined by the Company to be required to be withheld with respect to the statutory minimum amount of the Participant’s total tax and other withholding obligations due and payable by the Company or otherwise withholding from the Participant’s paycheck an amount equal to such amounts due and payable by the Company; or (ii) if the Company believes that the sale of shares can be made in compliance with applicable securities laws, authorizing, at a time when the Participant is not in possession of material nonpublic information, the sale by the Participant on the date that the Granted Shares shall be released from the Lapsing Forfeiture Right such number of Granted Shares as the Company instructs a broker to sell to satisfy the Company’s withholding obligation, after deduction of the broker’s commission, and the broker shall remit to the Company the cash necessary in order for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s withholding obligation the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient to pay the Company’s withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any withholding obligation that is not satisfied by the sale of shares of Common Stock. The Participant agrees to hold the Company and the broker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company and the broker are under no obligation to arrange for such sale at any particular price. In connection with such sale of Granted Shares, the Participant shall execute any such documents requested by the broker in order to effectuate the sale of Granted Shares and payment of the withholding obligation to the Company. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1)(i)(B) under the Exchange Act. The Company shall not deliver any shares of Common Stock to the Participant until it is satisfied that all required withholdings have been made.

Tax Liability of the Participant and Payment of Taxes. a. The Participant acknowledges and agrees that, regardless of any action the Company or the Participant’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax Related Items”), the ultimate liability for all Tax Related Items legally due by the Participant is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Participant’s employer. The Participant further agrees and acknowledges that the Company and the Participant’s employer (i) make no representations or undertakings regarding the treatment of any Tax Related Items in connection with any aspect of the Award, including the grant of the Award, the vesting or settlement of the RSUs, or the subsequent sale of any shares of Stock acquired upon settlement of the Award; and (ii) do not commit to and are under no obligation to structure the terms of the Award to reduce or eliminate the Participant’s liability for Tax Related Items or achieve any particular tax result. Further, the Participant understands and acknowledges that if the Participant has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Company and/or the Participant’s employer (or former employer, as applicable) may be required to withhold or account for Tax Related Items in more than one jurisdiction. b. At the time any portion of the RSUs becomes taxable to the Participant, the Participant will be required to pay to the Company any Tax Related Items due as a result of such taxable event. The Company shall have the right to withhold from any payment made in respect of the RSUs, transfer of shares of Stock acquired upon settlement of the Award, or payment made to the Participant or to any person hereunder, whether such payment is to be made in cash or in shares of Stock, all Tax Related Items as shall be required, in the determination of the Company, pursuant to any statute or governmental regulation or ruling. The Participant acknowledges and agrees that the Company, in its sole discretion, may satisfy such withholding obligation by any income one or other taxes due from combination of the following methods: i. by requiring the Participant to deliver a properly executed notice together with respect irrevocable instructions to a broker approved by the Company to sell shares of Stock and deliver promptly to the Granted Shares issued pursuant Company the amount of sale proceeds required to this Agreement, including, without limitation, pay the Lapsing Forfeiture Right, shall amount required to be withheld; ii. by requiring (or allowing) the Participant to pay such amount in cash or check; iii. by deducting such amount from the Participant’s responsibilitycurrent compensation; iv. Without limiting the foregoing, by allowing the Participant agrees thatto surrender other shares of Stock, which (A) in the case of shares of Stock initially acquired from the Company (upon the exercise of a stock option or otherwise), have been owned by the Participant for such period (if any) as may be required to avoid a charge to the Company’s earnings, and (B) have a fair market value on the date of surrender equal to the amount required to be withheld; v. by withholding a number of shares of Stock to be issued upon delivery of shares of Stock under the Award which have a fair market value equal to the minimum statutory rate or other applicable withholding rate; vi. by selling any shares of Stock to the extent that the lapsing of restrictions on disposition of any of the Granted Shares or the declaration of dividends on any such shares before the lapse of such restrictions on disposition results in the Participant’s being deemed to be in receipt of earned income under the provisions of the Code, the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. In connection with the foregoing, the Participant agrees that if an arrangement to pay the withholding obligation in cash has not been received by the Company prior to the date that Granted Shares shall be released from the Lapsing Forfeiture Right, the Company shall authorize a registered broker(s) (the “Broker”) to sell on the date that the Granted Shares shall be released from the Lapsing Forfeiture Right such number of Granted Shares as the Company instructs the Broker to sell to satisfy the Company’s withholding obligations; and vii. by such other means as the Administrator in its discretion and without notice deems appropriate, after deduction of the Broker’s commission, and the Broker shall remit including withholding from salary or other amounts payable to the Company the Participant, shares of Stock or cash necessary in order for the Company having a value sufficient to satisfy its the tax withholding obligation. To If the extent the proceeds obligation for withholding taxes is satisfied by withholding shares of such sale exceed the Company’s tax withholding obligation the Company agrees to pay such excess cash to Stock, then the Participant as soon as practicable. In additionwill, if such sale is not sufficient for tax purposes, be deemed to pay have been issued the Company’s tax withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any tax withholding obligation that is not satisfied by the sale full number of shares of Common Stock. The Participant agrees Stock subject to hold the Company and the Broker harmless from all costsvested Award, damages or expenses relating to any such sale. The Participant acknowledges notwithstanding that the Company and the Broker are under no obligation to arrange for such sale at any particular price. In connection with such sale of Granted Shares, the Participant shall execute any such documents requested by the Broker in order to effectuate the sale a number of the Granted Shares and payment of the withholding obligation to the Company. The Company shall not deliver any shares of Common Stock to the Participant until all of the Company’s withholding obligations have been satisfied. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1(i)(B) under the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, the Company shall have the right to require the Company payments be made in cash instead of through the sale of shares of Common Stock if it reasonably believes that the sale of shares would violate applicable securities laws. Upon execution of this Agreement, the Participant may file an election under Section 83 of the Code. The Participant acknowledges that if he does not file such an election, as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1, the Participant will have income for tax purposes equal to the fair market value of the Granted Shares at such date, less the price paid withheld solely for the Granted Shares by purpose of paying the Participantapplicable withholding taxes.

Tax Liability of the Participant and Payment of Taxes. The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to the Granted Shares issued pursuant to this Agreement, including, without limitation, the Lapsing Forfeiture Repurchase Right, shall be the Participant’s responsibility. Without limiting the foregoing, the Participant agrees that, to the extent that the lapsing of restrictions on disposition of any of the Granted Shares or the declaration of dividends on any such shares before the lapse of such restrictions on disposition results in the Participant’s being deemed to be in receipt of earned income under the provisions of the Code, the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. Upon execution of this Agreement, the Participant may file an election under Section 83 of the Code in substantially the form attached as Exhibit B. The Participant acknowledges that if she does not file such an election, as the Granted Shares are released from the Lapsing Repurchase Right in accordance with Section 2.1, the Participant will have income for tax purposes equal to the fair market value of the Granted Shares at such date, less the price paid for the Granted Shares by the Participant.1 [The Participant shall be required to deposit with the Company an amount of cash equal to the amount determined by the Company to be required with respect to the statutory minimum of the Participant’s estimated total federal, state and local tax obligations associated with the termination of the Lapsing Repurchase right with respect to the Granted Shares. In connection with the foregoing, the Participant agrees that if an arrangement to pay the withholding obligation in cash has not been received by the Company prior to the date that Granted Shares shall be released from the Lapsing Forfeiture Right, the Company shall authorize a registered broker(s) (the “Broker”) to sell on the date that the Granted Shares shall be released from the Lapsing Forfeiture Repurchase Right such number of Granted Shares as the Company instructs the Broker to sell to satisfy the Company’s withholding obligations, after deduction of the Broker’s commission, and the Broker shall remit to the Company the cash necessary in order for the Company to satisfy its withholding obligation. To The Company shall not deliver any of the extent Granted Shares until the proceeds of such sale exceed the Company’s tax deposit required herein for withholding obligation the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient to pay the Company’s tax withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any tax withholding obligation that is not satisfied by the sale of shares of Common Stock. The Participant agrees to hold the Company and the Broker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company and the Broker are under no obligation to arrange for such sale at any particular pricehas been made. In connection with such sale of Granted Shares, the Participant shall execute any such documents requested by the Broker in order to effectuate the sale of the Granted Shares and payment of the withholding obligation to the Company. The Company shall not deliver any shares of Common Stock to the Participant until all of the Company’s withholding obligations have been satisfied. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1(i)(B) under the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, the Company shall have the right to require the Company payments be made in cash instead of through the sale of shares of Common Stock if it reasonably believes that the sale of shares would violate applicable securities laws. Upon execution of this Agreement, the Participant may file an election under Section 83 of the Code. The Participant acknowledges that if he does not file such an election, as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1, the Participant will have income for tax purposes equal to the fair market value of the Granted Shares at such date, less the price paid for the Granted Shares by the Participant.]

Tax Liability of the Participant and Payment of Taxes. The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to the Granted Shares issued pursuant to this Agreement, including, without limitation, the Lapsing Forfeiture Right, shall be the Participant’s responsibility. Without limiting the foregoing, the Participant agrees that, to the extent that the lapsing of restrictions on disposition of any of the Granted Shares or the declaration of dividends on any such shares before the lapse of such restrictions on disposition results in the Participant’s being deemed to be in receipt of earned income under the provisions of the Code, the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. Upon execution of this Agreement, the Participant may file an election under Section 83 of the Code in substantially the form attached asExhibit A. The Participant acknowledges that if he or she does not file such an election, as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1, the Participant will have income for tax purposes equal to the Fair Market Value of the Granted Shares at such date, less the price paid for the Granted Shares by the Participant. The Participant has been given the opportunity to obtain the advice of his or her tax advisors with respect to the tax consequences of the purchase of the Granted Shares and the provisions of this Agreement. If the Participant has not filed an election under Section 83 of the Code, the Participant shall be required to deposit with the Company an amount of cash equal to the amount determined by the Company to be required with respect to the statutory minimum of the Participant’s estimated total federal, state and local tax obligations associated with the termination of the Lapsing Forfeiture Right with respect to the Granted Shares. In connection with the foregoing, the Participant agrees that if an arrangement to pay the withholding obligation in cash has not been received by the Company prior to the date that Granted Shares shall be released from the Lapsing Forfeiture Rightvesting date, the Company shall authorize a registered broker(s) (the “Broker”) to sell on the date that the Granted Shares shall be released from the Lapsing Forfeiture Right such number of Granted Shares as the Company instructs the Broker to sell to satisfy the Company’s withholding obligations, after deduction of the Broker’s commission, and the Broker shall remit to the Company the cash necessary in order for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s tax withholding obligation the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient to pay the Company’s tax withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any tax withholding obligation that is not satisfied by the sale of shares of Common Stock. The Participant agrees to hold the Company and the Broker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company and the Broker are under no obligation to arrange for such sale at any particular price. In connection with such sale of Granted Shares, the Participant shall execute any such documents requested by the Broker in order to effectuate the sale of the Granted Shares and payment of the withholding obligation to the Company. The Company shall not deliver any shares of Common Stock to the Participant until all of the Company’s withholding obligations have been satisfied. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1(i)(B1(c)(1)(i)(B) under the Securities Exchange Act of 1934, as amendedAct. Notwithstanding the foregoing, the Company shall have the right to require the Company payments be made in cash instead of through the sale of shares of Common Stock if it reasonably believes that the sale of shares would violate applicable securities laws. Upon execution of this Agreement, the Participant may file an election under Section 83 of the Code. The Participant acknowledges that if he does not file such an election, as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1, the Participant will have income for tax purposes equal to the fair market value of the Granted Shares at such date, less the price paid for the Granted Shares by the Participant.

Tax Liability of the Participant and Payment of Taxes. The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to this Award or the Granted Shares shares of Common Stock to be issued pursuant to this Agreement, including, without limitation, the Lapsing Forfeiture Right, Agreement or otherwise sold shall be the Participant’s responsibility. Without limiting the foregoing, the Participant agrees that, to that if under applicable law the extent that the lapsing of restrictions on disposition of any of the Granted Shares or the declaration of dividends on any such shares before the lapse of such restrictions on disposition results in the Participant’s being deemed to be in receipt of earned income under the provisions of the Code, Participant will owe taxes the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. In connection with Any taxes due shall be paid, at the foregoingoption of the Company as follows: (a) through reducing the number of shares of Common Stock entitled to be issued to the Participant in an amount equal to the amount of minimum withholding tax due and payable by the Company. Fractional shares will not be retained to satisfy any portion of the withholding tax. Accordingly, the Participant agrees that if in the event that the amount of withholding tax owed would result in a fraction of a share being owed, that amount will be satisfied by withholding the fractional amount from the Participant’s paycheck; (b) requiring the Participant to deposit with the Company an arrangement amount of cash equal to pay the withholding obligation in cash has not been received amount determined by the Company prior to be required with respect to the date that Granted Shares shall be released statutory minimum of the Participant’s estimated total federal, state and local tax obligations or otherwise withholding from the Lapsing Forfeiture RightParticipant’s paycheck an amount equal to the withholding tax due and payable; or (c) if the Company believes that the sale of shares can be made in compliance with applicable securities laws, authorizing, at a time when the Participant is not in possession of material nonpublic information, the Company shall authorize a registered broker(s) (sale by the “Broker”) to sell Participant on the date that the Granted Shares shall tax would be released from required to be withheld by the Lapsing Forfeiture Right Company, such number of Granted Shares shares of Common Stock as the Company instructs the Broker a registered broker to sell to satisfy the Company’s withholding obligationsobligation, after deduction of the Brokerbroker’s commission, and the Broker broker shall be required to remit to the Company the cash necessary in order for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s tax withholding obligation the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient to pay the Company’s tax withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any tax withholding obligation that is not satisfied by the sale of shares of Common Stock. The Participant agrees to hold the Company and the Broker broker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company and the Broker broker are under no obligation to arrange for such sale at any particular price. In connection with such sale of Granted Sharesshares of Common Stock, the Participant shall execute any such documents requested by the Broker broker in order to effectuate the sale of the Granted Shares shares of Common Stock and payment of the withholding obligation to the Company. The Company shall not deliver any shares of Common Stock to the Participant until all of the Company’s withholding obligations have been satisfied. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1(i)(B) under the Securities Exchange Act of 1934, as amendedAct. Notwithstanding the foregoing, the The Company shall have the right to require the Company payments be made in cash instead of through the sale of not deliver any shares of Common Stock if it reasonably believes that the sale of shares would violate applicable securities laws. Upon execution of this Agreement, to the Participant may file an election under Section 83 of the Code. The Participant acknowledges until it is satisfied that if he does not file such an election, as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1, the Participant will all required withholdings have income for tax purposes equal to the fair market value of the Granted Shares at such date, less the price paid for the Granted Shares by the Participantbeen made.

Tax Liability of the Participant and Payment of Taxes. The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to this Award or the Granted Shares shares of Common Stock to be issued pursuant to this Agreement, including, without limitation, the Lapsing Forfeiture Right, Agreement or otherwise sold shall be the Participant’s responsibility. Without limiting the foregoing, the Participant agrees that, to if under applicable law the extent that Participant will owe taxes at each vesting date on the lapsing of restrictions on disposition of any portion of the Granted Shares or the declaration of dividends on any such shares before the lapse of such restrictions on disposition results in the Participant’s being deemed to be in receipt of earned income under the provisions of the CodeAward then vested, the Company shall be entitled to immediate payment from the Participant of the amount of any tax or other amounts required to be withheld by the Company by applicable law or regulation. Any taxes or other amounts due shall be paid, at the option of the Administrator, as follows: (a) through reducing the number of shares of Common Stock entitled to be issued to the Participant on the applicable vesting date in an amount equal to the statutory minimum of the Participant’s total tax and other withholding obligations due and payable by the Company. In connection with Fractional shares will not be retained to satisfy any portion of the foregoingCompany’s withholding obligation. Accordingly, the Participant agrees that if in the event that the amount of withholding required would result in a fraction of a share being owed, that amount will be satisfied by withholding the fractional amount from the Participant’s paycheck; (b) requiring the Participant to deposit with the Company an arrangement amount of cash equal to pay the withholding obligation in cash has not been received amount determined by the Company prior to be required to be withheld with respect to the date that Granted Shares shall be released statutory minimum amount of the Participant’s total tax and other withholding obligations due and payable by the Company or otherwise withholding from the Lapsing Forfeiture RightParticipant’s paycheck an amount equal to such amounts due and payable by the Company; or (c) if the Company believes that the sale of shares can be made in compliance with applicable securities laws, authorizing, at a time when the Participant is not in possession of material nonpublic information, the Company shall authorize a registered broker(s) (sale by the “Broker”) to sell Participant on the applicable vesting date that the Granted Shares shall be released from the Lapsing Forfeiture Right of such number of Granted Shares shares of Common Stock as the Company instructs the Broker a registered broker to sell to satisfy the Company’s withholding obligationsobligation, after deduction of the Brokerbroker’s commission, and the Broker broker shall be required to remit to the Company the cash necessary in order for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s tax withholding obligation the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient to pay the Company’s tax withholding obligation obligation, the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any tax withholding obligation that is not satisfied by the sale of shares of Common Stock. The Participant agrees to hold the Company and the Broker broker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company and the Broker broker are under no obligation to arrange for such sale at any particular price. In connection with such sale of Granted Sharesshares of Common Stock, the Participant shall execute any such documents requested by the Broker broker in order to effectuate the sale of the Granted Shares shares of Common Stock and payment of the withholding obligation to the Company. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1)(i)(B) under the Securities Exchange Act of 1934, as amended. It is the Company’s intention that the Participant’s tax obligations under this Section 8 shall be satisfied through the procedure of Subsection (c) above, unless the Company provides notice of an alternative procedure under this Section, in its discretion. The Company shall not deliver any shares of Common Stock to the Participant until it is satisfied that all of the Company’s withholding obligations required withholdings have been satisfied. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1(i)(B) under the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, the Company shall have the right to require the Company payments be made in cash instead of through the sale of shares of Common Stock if it reasonably believes that the sale of shares would violate applicable securities laws. Upon execution of this Agreement, the Participant may file an election under Section 83 of the Code. The Participant acknowledges that if he does not file such an election, as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1, the Participant will have income for tax purposes equal to the fair market value of the Granted Shares at such date, less the price paid for the Granted Shares by the Participantmade.

Tax Liability of the Participant and Payment of Taxes. (a) The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to the Granted Shares Award or the Stock to be issued pursuant to this Agreement, including, without limitation, the Lapsing Forfeiture Right, Agreement or otherwise sold shall be the Participant’s responsibility. Without limiting . (b) The Participant acknowledges and agrees that the foregoingParticipant’s rights hereunder, including the right to be issued Stock upon the vesting of the Performance Units (or any portion thereof), are subject to the Participant’s promptly paying, or in respect of any later requirement of withholding being liable promptly to pay at such time as such withholdings are due, all taxes required to be withheld, if any. (c) Prior to the end of the Performance Period, the Participant agrees thatshall be required to elect (through the website of the broker designated by the Company) to either pay the taxes referred to in subsection (b) above in cash (through the payment of a check or wire transfer) or, to the extent that permitted by applicable law and Company policy, through a “Sell to Cover Taxes”, in which the lapsing of restrictions broker designated by the Company sells on disposition of any of the Granted Shares or the declaration of dividends on any such shares before the lapse of such restrictions on disposition results in the Participant’s being deemed to be in receipt behalf a whole number of earned income under the provisions shares of the Code, the Company shall be entitled to immediate payment Stock from the shares issuable to the Participant of the amount of any tax required hereunder to be withheld by the Companygenerate cash proceeds sufficient to satisfy such taxes. In connection with the foregoingevent of a Sell to Cover Taxes, the Participant agrees that if an arrangement will be responsible for all broker’s fees and other costs of sale. If the Participant either (i) elects to pay the withholding obligation taxes in cash has and does not been received by pay the taxes to the Company on or prior to the date that Granted Shares shall be released from the Lapsing Forfeiture Rightdeadline for making such payment, the Company shall authorize or (ii) does not make a registered broker(s) (the “Broker”) to sell tax election on the date that the Granted Shares shall be released from the Lapsing Forfeiture Right such number of Granted Shares as the Company instructs the Broker to sell to satisfy the Company’s withholding obligations, after deduction of the Broker’s commission, and the Broker shall remit or prior to the Company the cash necessary in order deadline for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s tax withholding obligation the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient to pay the Company’s tax withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any tax withholding obligation that is not satisfied by the sale of shares of Common Stock. The Participant agrees to hold the Company and the Broker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company and the Broker are under no obligation to arrange for such sale at any particular price. In connection with such sale of Granted Shares, the Participant shall execute any such documents requested by the Broker in order to effectuate the sale of the Granted Shares and payment of the withholding obligation to the Company. The Company shall not deliver any shares of Common Stock to the Participant until all of the Company’s withholding obligations have been satisfied. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1(i)(B) under the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, the Company shall have the right to require the Company payments be made in cash instead of through the sale of shares of Common Stock if it reasonably believes that the sale of shares would violate applicable securities laws. Upon execution of this Agreement, the Participant may file an election under Section 83 of the Code. The Participant acknowledges that if he does not file making such an election, as to the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1extent permitted by applicable law and Company policy, the Participant will be deemed to have income elected to Sell to Cover Taxes. In the event of a Sell to Cover Taxes under the preceding sentence, the sale will be effected by the Company’s designated broker within a reasonable period of time after the vesting date or the date Stock is deliverable hereunder and the Participant will be solely responsible for any additional tax purposes equal obligations that result from the sale. Neither the Company nor the broker designated by the Company will guarantee any particular sale price in a Sell to the fair market value of the Granted Shares at such date, less the price paid for the Granted Shares Cover Taxes. No Stock will be transferred unless and until all applicable tax obligations have been satisfied by the Participant.

Tax Liability of the Participant and Payment of Taxes. The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to this Award or the Granted Shares shares of Common Stock to be issued pursuant to this Agreement, including, without limitation, the Lapsing Forfeiture Right, Agreement or otherwise sold shall be the Participant’s responsibility. Without limiting the foregoing, the Participant agrees that, to that if under applicable law the extent that Participant will owe taxes at each vesting date on the lapsing of restrictions on disposition of any portion of the Granted Shares or the declaration of dividends on any such shares before the lapse of such restrictions on disposition results in the Participant’s being deemed to be in receipt of earned income under the provisions of the Code, Award then vested the Company shall be entitled to immediate payment from the Participant of the amount of any tax or other amounts required to be withheld by the Company by applicable law or regulation. Any taxes or other amounts due shall be paid, at the option of the Administrator as follows: (a) The Company may reduce the number of shares of Common Stock to be issued to the Participant on the applicable vesting date in an amount equal to the statutory minimum of the Participant’s total tax and other withholding obligations due and payable by the Company. In connection with Fractional shares will not be retained to satisfy any portion of the foregoingCompany’s withholding obligation. Accordingly, the Participant agrees that if in the event that the amount of withholding required would result in a fraction of a share being owed, that amount will be satisfied by withholding the fractional amount from the Participant’s paycheck; (b) The Company may require the Participant to deposit with the Company an arrangement amount of cash equal to pay the withholding obligation in cash has not been received amount determined by the Company prior to be required to be withheld with respect to the date that Granted Shares shall be released statutory minimum amount of the Participant’s total tax and other withholding obligations due and payable by the Company or otherwise withholding from the Lapsing Forfeiture RightParticipant’s paycheck an amount equal to such amounts due and payable by the Company. (c) If the Company believes that the sale of shares can be made in compliance with applicable securities laws, authorizing, at a time when the Participant is not in possession of material nonpublic information, the Company shall authorize a registered broker(s) (may permit the “Broker”) to sell sale by the Participant on the applicable vesting date that the Granted Shares shall be released from the Lapsing Forfeiture Right of such number of Granted Shares shares of Common Stock as the Company instructs the Broker a registered broker to sell to satisfy the Company’s withholding obligationsobligation, after deduction of the Brokerbroker’s commission, and the Broker broker shall be required to remit to the Company the cash necessary in order for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s tax withholding obligation the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient to pay the Company’s tax withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any tax withholding obligation that is not satisfied by the sale of shares of Common Stock. The Participant agrees to hold the Company and the Broker broker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company and the Broker broker are under no obligation to arrange for such sale at any particular price. In connection with such sale of Granted Sharesshares of Common Stock, the Participant shall execute any such documents requested by the Broker broker in order to effectuate the sale of the Granted Shares shares of Common Stock and payment of the withholding obligation to the Company. The Company shall not deliver any shares of Common Stock to the Participant until all of the Company’s withholding obligations have been satisfied. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1(i)(B) under the Securities Exchange Act of 1934, as amendedAct. Notwithstanding the foregoing, the The Company shall have the right to require the Company payments be made in cash instead of through the sale of not deliver any shares of Common Stock if it reasonably believes that the sale of shares would violate applicable securities laws. Upon execution of this Agreement, to the Participant may file an election under Section 83 of the Code. The Participant acknowledges until it is satisfied that if he does not file such an election, as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1, the Participant will all required withholdings have income for tax purposes equal to the fair market value of the Granted Shares at such date, less the price paid for the Granted Shares by the Participantbeen made.

Tax Liability of the Participant and Payment of Taxes. The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to this Award or the Granted Shares shares of Common Stock to be issued pursuant to this Agreement, including, without limitation, the Lapsing Forfeiture Right, Agreement or otherwise sold shall be the Participant’s responsibility. Without limiting the foregoing, the Participant agrees that, to that if under applicable law the extent that Participant will owe taxes on the lapsing of restrictions on disposition of any of the Granted Shares or the declaration of dividends on any such shares before the lapse of such restrictions on disposition results in the Participant’s being deemed to be in receipt of earned income under the provisions of the Code, Vesting Date the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. In connection with Any taxes due shall be paid, at the foregoingoption of the Company as follows: (a) through reducing the number of shares of Common Stock actually issued to the Participant on the Vesting Date in an amount equal to the amount of minimum withholding tax due and payable by the Company. Fractional shares will not be retained to satisfy any portion of the withholding tax. Accordingly, the Participant agrees that if in the event that the amount of withholding owed would result in a fraction of a share being owed, that amount will be satisfied by withholding the fractional amount from the Participant’s paycheck; (b) requiring the Participant to deposit with the Company an arrangement amount of cash equal to pay the withholding obligation in cash has not been received amount determined by the Company prior to be required with respect to the date that Granted Shares shall be released statutory minimum of the Participant’s estimated total federal, state and local tax obligations or otherwise withholding from the Lapsing Forfeiture Right, Participant’s paycheck an amount equal to the Company shall authorize a registered broker(swithholding tax due and payable; or (c) (authorizing the “Broker”) to sell sale by the Participant on the date that the Granted Shares shall be released from the Lapsing Forfeiture Right Vesting Date of such number of Granted Shares shares of Common Stock as the Company instructs the Broker a registered broker to sell to satisfy the Company’s withholding obligations, after deduction of the Brokerbroker’s commission, and the Broker broker shall be required to remit to the Company the cash necessary in order for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s tax withholding obligation the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient to pay the Company’s tax withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any tax withholding obligation that is not satisfied by the sale of shares of Common Stock. The Participant agrees to hold the Company and the Broker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company and the Broker are under no obligation to arrange for such sale at any particular price. In connection with such sale of Granted Sharessale, the Participant shall execute any such documents requested by the Broker broker in order to effectuate the sale of the Granted Shares shares and payment of the withholding obligation to the Company. The Company shall not deliver any shares of Common Stock to the Participant until it is satisfied that all of the Company’s withholding obligations required withholdings have been satisfied. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1(i)(B) under the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, the Company shall have the right to require the Company payments be made in cash instead of through the sale of shares of Common Stock if it reasonably believes that the sale of shares would violate applicable securities laws. Upon execution of this Agreement, the Participant may file an election under Section 83 of the Code. The Participant acknowledges that if he does not file such an election, as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1, the Participant will have income for tax purposes equal to the fair market value of the Granted Shares at such date, less the price paid for the Granted Shares by the Participantmade.

Tax Liability of the Participant and Payment of Taxes. The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to the Granted Shares issued pursuant to this Agreement, including, without limitation, the Lapsing Forfeiture Right, shall be the Participant’s responsibility. Without limiting the foregoing, the Participant agrees that, to the extent that the lapsing of restrictions on disposition of any of the Granted Shares or the declaration of dividends on any such shares before the lapse of such restrictions on disposition results in the Participant’s being deemed to be in receipt of earned income under the provisions of the Code, the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. In connection Upon execution of this Agreement, the Participant may file an election under Section 83 of the Code in substantially the form attached as Exhibit A. The Participant acknowledges that if he or she does not file such an election, as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1, the foregoingParticipant will have income for tax purposes equal to the fair market value of the Granted Shares at such date, less the price paid for the Granted Shares by the Participant. The Participant has been given the opportunity to obtain the advice of his or her tax advisors with respect to the tax consequences of the purchase of the Granted Shares and the provisions of this Agreement. Any taxes due shall be paid, at the option of the Company as follows: (a) through reducing the number of shares of Common Stock actually issued to the Participant in an amount equal to the amount of minimum withholding tax due and payable by the Company. Fractional shares will not be retained to satisfy any portion of the withholding tax. Accordingly, the Participant agrees that if in the event that the amount of withholding owed would result in a fraction of a share being owed, that amount will be satisfied by withholding the fractional amount from the Participant’s paycheck; (b) requiring the Participant to deposit with the Company an arrangement amount of cash equal to pay the withholding obligation in cash has not been received amount determined by the Company prior to be required with respect to the date that Granted Shares shall be released statutory minimum of the Participant’s estimated total federal, state and local tax obligations or otherwise withholding from the Lapsing Forfeiture Right, Participant’s paycheck an amount equal to the Company shall authorize a registered broker(swithholding tax due and payable; or (c) (authorizing the “Broker”) to sell sale by the Participant on the date that the Granted Shares shall be released from the Lapsing Forfeiture Right such number of Granted Shares as the Company instructs the Broker to sell to satisfy the Company’s withholding obligationsobligation, after deduction of the Broker’s commission, and the Broker shall remit to the Company the cash necessary in order for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s tax withholding obligation the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient to pay the Company’s tax withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any tax withholding obligation that is not satisfied by the sale of shares of Common Stock. The Participant agrees to hold the Company and the Broker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company and the Broker are under no obligation to arrange for such sale at any particular price. In connection with such sale of Granted Shares, the Participant shall execute any such documents requested by the Broker in order to effectuate the sale of the Granted Shares and payment of the withholding obligation to the Company. The Company shall not deliver any shares of Common Stock to the Participant until all of the Company’s withholding obligations have been satisfied. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1(i)(B) under the Securities Exchange Act of 1934, as amendedAct. Notwithstanding the foregoing, the The Company shall have the right to require the Company payments be made in cash instead of through the sale of not deliver any shares of Common Stock if it reasonably believes that the sale of shares would violate applicable securities laws. Upon execution of this Agreement, to the Participant may file an election under Section 83 of the Code. The Participant acknowledges until it is satisfied that if he does not file such an election, as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1, the Participant will all required withholdings have income for tax purposes equal to the fair market value of the Granted Shares at such date, less the price paid for the Granted Shares by the Participantbeen made.

Tax Liability of the Participant and Payment of Taxes. The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to the Granted Shares issued pursuant to this Agreement, including, without limitation, the Lapsing Forfeiture Right, shall be the Participant’s responsibility. Without limiting the foregoing, the Participant agrees that, to the extent that the lapsing of restrictions on disposition of any of the Granted Shares or the declaration of dividends on any such shares before the lapse of such restrictions on disposition results in the Participant’s being deemed to be in receipt of earned income under the provisions of the Code, the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. Upon execution of this Agreement, the Participant may file an election under Section 83 of the Code in substantially the form attached as Exhibit A. The Participant acknowledges that if he or she does not file such an election, as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1, the Participant will have income for tax purposes equal to the Fair Market Value of the Granted Shares at such date, less the price paid for the Granted Shares by the Participant. The Participant has been given the opportunity to obtain the advice of his or her tax advisors with respect to the tax consequences of the purchase of the Granted Shares and the provisions of this Agreement. If the Participant has not filed an election under Section 83 of the Code, the Participant shall be required to deposit with the Company an amount of cash equal to the amount determined by the Company to be required with respect to the statutory minimum of the Participant’s estimated total federal, state and local tax obligations associated with the termination of the Lapsing Forfeiture Right with respect to the Granted Shares. In connection with the foregoing, the Participant agrees that if an arrangement to pay the withholding obligation in cash has not been received by the Company prior to the date that Granted Shares shall be released from the Lapsing Forfeiture Rightvesting date, the Company shall authorize a registered broker(s) (the “Broker”) to sell on the date that the Granted Shares shall be released from the Lapsing Forfeiture Right such number of Granted Shares as the Company instructs the Broker to sell to satisfy the Company’s withholding obligations, after deduction of the Broker’s commission, and the Broker shall remit to the Company the cash necessary in order for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s tax withholding obligation the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient to pay the Company’s tax withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any tax withholding obligation that is not satisfied by the sale of shares of Common Stock. The Participant agrees to hold the Company and the Broker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company and the Broker are under no obligation to arrange for such sale at any particular price. In connection with such sale of Granted Shares, the Participant shall execute any such documents requested by the Broker in order to effectuate the sale of the Granted Shares and payment of the withholding obligation to the Company. The Company shall not deliver any shares of Common Stock to the Participant until all of the Company’s withholding obligations have been satisfied. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1(i)(B1(c)(1)(i)(B) under the Securities Exchange Act of 1934, as amendedAct. Notwithstanding the foregoing, the Company shall have the right to require the Company payments be made in cash instead of through the sale of shares of Common Stock if it reasonably believes that the sale of shares would violate applicable securities laws. Upon execution of this Agreement, the Participant may file an election under Section 83 of the Code. The Participant acknowledges that if he does not file such an election, as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1, the Participant will have income for tax purposes equal to the fair market value of the Granted Shares at such date, less the price paid for the Granted Shares by the Participant.

Tax Liability of the Participant and Payment of Taxes. The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to this Award or the Granted Shares shares of Common Stock to be issued pursuant to this Agreement, including, without limitation, the Lapsing Forfeiture Right, Agreement or otherwise sold shall be the Participant’s responsibility. Without limiting the foregoing, the Participant agrees thatthat if, to under applicable law, the extent that the lapsing of restrictions on disposition of any of the Granted Shares or the declaration of dividends on any such shares before the lapse of such restrictions on disposition results in the Participant’s being deemed to be in receipt of earned income under the provisions of the CodeParticipant will owe taxes, the Company shall be entitled to immediate payment from the Participant of the amount of any tax or other amounts required to be withheld by the Company by applicable law or regulation. Any taxes or other amounts due shall be paid, at the option of the Administrator, as follows: (a) through reducing the number of shares of Common Stock entitled to be issued or Dividend Equivalents entitled to be paid to the Participant in an amount equal to the statutory maximum of the Participant’s total tax and other withholding obligations due and payable by the Company. Fractional shares will not be retained to satisfy any portion of the Company’s withholding obligation. Accordingly, the Participant agrees that, in the event that the amount of withholding required would result in a fraction of a share being owed, that amount will be satisfied by withholding the fractional amount from the Participant’s paycheck; (b) requiring the Participant to deposit with the Company an amount of cash equal to the amount determined by the Company to be required to be withheld with respect to the statutory maximum amount of the Participant’s total tax and other withholding obligations due and payable by the Company, or otherwise withholding from the Participant’s paycheck an amount equal to such amounts due and payable by the Company; or (c) if the Company believes that the sale of shares can be made in compliance with applicable securities laws, authorizing, at a time when the Participant is not in possession of material nonpublic information, the sale by the Participant on the date the tax would be required to be withheld by the Company. In connection with the foregoing, the Participant agrees that if an arrangement to pay the withholding obligation in cash has not been received by the Company prior to the date that Granted Shares shall be released from the Lapsing Forfeiture Right, the Company shall authorize a registered broker(s) (the “Broker”) to sell on the date that the Granted Shares shall be released from the Lapsing Forfeiture Right such number of Granted Shares shares of Common Stock as the Company instructs the Broker a registered broker to sell to satisfy the Company’s withholding obligationsobligation, after deduction of the Brokerbroker’s commission, and the Broker broker shall be required to remit to the Company the cash necessary in order for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s tax withholding obligation obligation, the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient to pay the Company’s tax withholding obligation obligation, the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any tax withholding obligation that is not satisfied by the sale of shares of Common Stock. The Participant agrees to hold the Company and the Broker broker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company and the Broker broker are under no obligation to arrange for such sale at any particular price. In connection with such sale of Granted Sharesshares of Common Stock, the Participant shall execute any such documents requested by the Broker broker in order to effectuate the sale of the Granted Shares shares of Common Stock and payment of the withholding obligation to the Company. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1)(i)(B) under the Exchange Act. The Company shall not deliver any shares of Common Stock to the Participant until it is satisfied that all of the Company’s withholding obligations required withholdings have been satisfied. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1(i)(B) under the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, the Company shall have the right to require the Company payments be made in cash instead of through the sale of shares of Common Stock if it reasonably believes that the sale of shares would violate applicable securities laws. Upon execution of this Agreement, the Participant may file an election under Section 83 of the Code. The Participant acknowledges that if he does not file such an election, as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1, the Participant will have income for tax purposes equal to the fair market value of the Granted Shares at such date, less the price paid for the Granted Shares by the Participantmade.

Tax Liability of the Participant and Payment of Taxes. The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to this Award or the Granted Shares shares of Common Stock to be issued pursuant to this Agreement, including, without limitation, the Lapsing Forfeiture Right, Agreement or otherwise sold shall be the Participant’s responsibility. Without limiting the foregoing, the Participant agrees that, to that if under applicable law the extent that Participant will owe taxes at each vesting date on the lapsing of restrictions on disposition of any portion of the Granted Shares or the declaration of dividends on any such shares before the lapse of such restrictions on disposition results in the Participant’s being deemed to be in receipt of earned income under the provisions of the Code, Award then vested the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. In connection with Any taxes due shall be paid, at the foregoingoption of the Company as follows: (a) through reducing the number of shares of Common Stock actually issued to the Participant on the applicable vesting date in an amount equal to the amount of minimum withholding tax due and payable by the Company. Fractional shares will not be retained to satisfy any portion of the withholding tax. Accordingly, the Participant agrees that if in the event that the amount of withholding owed would result in a fraction of a share being owed, that amount will be satisfied by withholding the fractional amount from the Participant’s paycheck; (b) requiring the Participant to deposit with the Company an arrangement amount of cash equal to pay the withholding obligation in cash has not been received amount determined by the Company prior to be required with respect to the date that Granted Shares shall be released statutory minimum of the Participant’s estimated total federal, state and local tax obligations or otherwise withholding from the Lapsing Forfeiture Right, Participant’s paycheck an amount equal to the Company shall authorize a registered broker(swithholding tax due and payable; or (c) (authorizing the “Broker”) to sell sale by the Participant on the applicable vesting date that the Granted Shares shall be released from the Lapsing Forfeiture Right of such number of Granted Shares shares of Common Stock as the Company instructs the Broker a registered broker to sell to satisfy the Company’s withholding obligations, after deduction of the Brokerbroker’s commission, and the Broker broker shall be required to remit to the Company the cash necessary in order for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s tax withholding obligation the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient to pay the Company’s tax withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any tax withholding obligation that is not satisfied by the sale of shares of Common Stock. The Participant agrees to hold the Company and the Broker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company and the Broker are under no obligation to arrange for such sale at any particular price. In connection with such sale of Granted Sharessale, the Participant shall execute any such documents requested by the Broker broker in order to effectuate the sale of the Granted Shares shares and payment of the withholding obligation to the Company. The Company shall not deliver any shares of Common Stock to the Participant until it is satisfied that all of the Company’s withholding obligations required withholdings have been satisfied. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1(i)(B) under the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, the Company shall have the right to require the Company payments be made in cash instead of through the sale of shares of Common Stock if it reasonably believes that the sale of shares would violate applicable securities laws. Upon execution of this Agreement, the Participant may file an election under Section 83 of the Code. The Participant acknowledges that if he does not file such an election, as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1, the Participant will have income for tax purposes equal to the fair market value of the Granted Shares at such date, less the price paid for the Granted Shares by the Participantmade.

Tax Liability of the Participant and Payment of Taxes. The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to the Granted Shares issued pursuant to this Agreement, including, without limitation, the Lapsing Forfeiture Right, shall be the Participant’s responsibility. Without limiting the foregoing, the Participant agrees that, to the extent that the lapsing of restrictions on disposition of any of the Granted Shares or the declaration of dividends on any such shares before the lapse of such restrictions on disposition results in the Participant’s being deemed to be in receipt of earned income under the provisions of the Code, the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. Upon execution of this Agreement, the Participant may file an election under Section 83 of the Code in substantially the form attached as Exhibit A. The Participant acknowledges that if he does not file such an election, as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1, the Participant will have income for tax purposes equal to the fair market value of the Granted Shares at such date, less the price paid for the Granted Shares by the Participant. The Participant has been given the opportunity to obtain the advice of his or her tax advisors with respect to the tax consequences of the purchase of the Granted Shares and the provisions of this Agreement. If the Participant has not filed an election under Section 83 of the Code, the Participant shall be required to deposit with the Company an amount of cash equal to the amount determined by the Company to be required with respect to the statutory minimum of the Participant’s estimated total federal, state and local tax obligations associated with the termination of the Lapsing Forfeiture Right with respect to the Granted Shares. In connection with the foregoing, the Participant agrees that if an arrangement to pay the withholding obligation in cash has not been received by the Company prior to the date that Granted Shares shall be released from the Lapsing Forfeiture Right, the Company shall authorize a registered broker(s) (the “Broker”) to sell on the date that the Granted Shares shall be released from the Lapsing Forfeiture Right such number of Granted Shares as the Company instructs the Broker to sell to satisfy the Company’s withholding obligations, after deduction of the Broker’s commission, and the Broker shall remit to the Company the cash necessary in order for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s tax withholding obligation the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient to pay the Company’s tax withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any tax withholding obligation that is not satisfied by the sale of shares of Common Stock. The Participant agrees to hold the Company and the Broker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company and the Broker are under no obligation to arrange for such sale at any particular price. In connection with such sale of Granted Shares, the Participant shall execute any such documents requested by the Broker in order to effectuate the sale of the Granted Shares and payment of the withholding obligation to the Company. The Company shall not deliver any shares of Common Stock to the Participant until all of the Company’s withholding obligations have been satisfied. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1(i)(B) under the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, the Company shall have the right to require the Company payments be made in cash instead of through the sale of shares of Common Stock if it reasonably believes that the sale of shares would violate applicable securities laws. Upon execution of this Agreement, the Participant may file an election under Section 83 of the Code. The Participant acknowledges that if he does not file such an election, as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1, the Participant will have income for tax purposes equal to the fair market value of the Granted Shares at such date, less the price paid for the Granted Shares by the ParticipantAct.

Tax Liability of the Participant and Payment of Taxes. The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to this Award or the Granted Shares shares of Common Stock to be issued pursuant to this Agreement, including, without limitation, the Lapsing Forfeiture Right, Agreement or otherwise sold shall be the Participant’s responsibility. Without limiting the foregoing, the Participant agrees that, to the extent that the lapsing of restrictions on disposition of any Participant will owe taxes as of the Granted Shares or the declaration of dividends on any such shares before the lapse of such restrictions on disposition results in the Participant’s being deemed to be in receipt of earned income under the provisions vesting of the Code, Award and that the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. In Prior to any event in connection with the foregoingAward (e.g., vesting) that the Company determines may result in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any social tax obligation (the “Tax Withholding Obligation”), the Participant agrees that if an arrangement must arrange for the satisfaction of the minimum amount of such Tax Withholding Obligation in a manner acceptable to pay the withholding obligation Company: (i) Unless the Participant chooses to satisfy the Tax Withholding Obligation by some other means in cash has not been received by accordance with clauses (ii) or (iii) below, the Participant’s acceptance of this Award constitutes the Participant’s instruction and authorization to the Company prior to the date that Granted Shares shall be released from the Lapsing Forfeiture Right, the Company shall authorize a registered broker(s) broker (the “"Broker”") deemed acceptable to the Company for such purpose to sell on the such vesting date that the Granted Shares shall be released from the Lapsing Forfeiture Right such number of Granted Shares shares of Common Stock otherwise deliverable to the Participant on vesting of the Award as the Company instructs the Broker to sell solely to satisfy the Company’s 's tax withholding obligationsobligation, after deduction of the Broker’s 's commission, and the Broker shall remit to the Company the cash necessary in order for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s tax withholding obligation the Company agrees to pay such excess cash to the Participant through payroll as soon as practicable. In addition, if such sale is not sufficient to pay the Company’s tax withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any tax withholding obligation that is not satisfied by the sale of shares of Common Stock. The Participant agrees to hold the Company and the Broker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company and the Broker are under no obligation to arrange for such sale at any particular price. In connection with such sale of Granted Shares, the Participant shall execute any such documents requested by the Broker in order to effectuate the sale of the Granted Shares and payment of the withholding obligation to the Company. The Company shall not deliver any shares of Common Stock to the Participant until all tax withholdings have been made. In connection with such sale of shares of Common Stock, the Participant shall execute any such documents requested by Broker in order to effectuate the sale of the shares of Common Stock and payment of the withholding obligation to the Company’s withholding obligations have been satisfied. The Participant acknowledges that this paragraph Section 9 is intended to comply with Section 10b5-1(c)(1(i)(B) under the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, the Company shall have the right to require the Company payments be made in cash instead of through the sale of shares of Common Stock if it reasonably believes that the sale of shares would violate applicable securities laws. Upon execution of this AgreementAct. (ii) At any time not less than five (5) business days before any Tax Withholding Obligation arises, the Participant may file elect to satisfy a Tax Withholding Obligation by delivering to the Company an election under Section 83 of amount that the Code. The Participant acknowledges that if he does not file Company determines is sufficient to satisfy the Tax Withholding Obligation by (a) wire transfer to such an election, account as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1Company may direct, the Participant will have income for tax purposes equal (b) delivery of a certified check payable to the fair market value of Company, c/o Director, Human Resources & Administration, 0-X Xxxxx Xxxxx Xxxxx, Xxxxxxxx, XX 00000, or such other address as the Granted Shares at Company may from time to time direct, or (iii) such date, less other means as the price paid for the Granted Shares by the ParticipantCompany may establish or permit.

Tax Liability of the Participant and Payment of Taxes. The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to the Granted Shares issued pursuant to this Agreement, including, without limitation, the Lapsing Forfeiture Right, shall be the Participant’s responsibility. Without limiting the foregoing, the Participant agrees that, to the extent that the lapsing of restrictions on disposition of any of the Granted Shares or the declaration of dividends on any such shares before the lapse of such restrictions on disposition results in the Participant’s being deemed to be in receipt of earned income under the provisions of the Codeincome, the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. In connection with the foregoing, the Participant agrees that if an arrangement to pay the withholding obligation in cash has not been received by the Company prior to the date that Granted Shares shall be released from the Lapsing Forfeiture Right, the Company shall authorize a registered broker(s) (the “Broker”) to sell on the date that the Granted Shares shall be released from the Lapsing Forfeiture Right such number of Granted Shares as the Company instructs the Broker to sell to satisfy the Company’s withholding obligations, after deduction of the Broker’s commission, and the Broker shall remit to the Company the cash necessary in order for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s under applicable tax withholding obligation the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient to pay the Company’s tax withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any tax withholding obligation that is not satisfied by the sale of shares of Common Stocklaw. The Participant agrees has been given the opportunity to hold obtain the Company and advice of his or her tax advisors with respect to the Broker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that tax consequences of the Company and the Broker are under no obligation to arrange for such sale at any particular price. In connection with such sale of Granted Shares, the Participant shall execute any such documents requested by the Broker in order to effectuate the sale purchase of the Granted Shares and payment the provisions of the withholding obligation to the Company. The Company shall not deliver any shares of Common Stock to the Participant until all of the Company’s withholding obligations have been satisfied. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1(i)(B) under the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, the Company shall have the right to require the Company payments be made in cash instead of through the sale of shares of Common Stock if it reasonably believes that the sale of shares would violate applicable securities lawsAgreement. Upon execution of this Agreement, if the Participant is a United States tax payer, the Participant may file an election under Section 83 of the Code. Code in substantially the form attached as Exhibit B. The Participant acknowledges that if he does not file such an election, as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1, the Participant will have income for tax purposes equal to the fair market value of the Granted Shares at such date, less the price paid for the Granted Shares by the Participant. Any taxes due from the Participant that are required to be withheld by the Company under any applicable tax law shall be paid, at the option of the Participant, as follows: (a) through reducing the number of shares of Common Stock actually released to the Participant from the Lapsing Forfeiture Right in an amount equal to the amount of minimum withholding tax due and payable by the Company. Fractional shares will not be retained to satisfy any portion of the withholding tax. Accordingly, the Participant agrees that in the event that the amount of withholding owed would result in a fraction of a share being owed, that amount will be satisfied by withholding the fractional amount from the Participant’s paycheck; or (b) requiring the Participant to deposit with the Company an amount of cash equal to the amount determined by the Company to be required with respect to the statutory minimum of the Participant’s estimated total federal, state and local tax obligations associated with the termination of the Lapsing Forfeiture Right with respect to the Granted Shares or otherwise withholding from the Participant’s paycheck an amount equal to the withholding tax due and payable.

Tax Liability of the Participant and Payment of Taxes. The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to this Award or the Granted Shares shares of Common Stock to be issued pursuant to this Agreement, including, without limitation, the Lapsing Forfeiture Right, Agreement or otherwise sold shall be the Participant’s responsibility. Without limiting the foregoing, the Participant agrees that, to that if under applicable law the extent that Participant will owe taxes at each vesting date on the lapsing of restrictions on disposition of any portion of the Granted Shares or the declaration of dividends on any such shares before the lapse of such restrictions on disposition results in the Participant’s being deemed to be in receipt of earned income under the provisions of the Code, Award then vested the Company shall be entitled to immediate payment from the Participant of the amount of any tax or other amounts required to be withheld by the Company by applicable law or regulation. Any taxes or other amounts due shall be paid, at the option of the Administrator as follows: (a) through reducing the number of shares of Common Stock entitled to be issued to the Participant on the applicable vesting date in an amount equal to the statutory minimum of the Participant’s total tax and other withholding obligations due and payable by the Company. In connection with Fractional shares will not be retained to satisfy any portion of the foregoingCompany’s withholding obligation. Accordingly, the Participant agrees that if in the event that the amount of withholding required would result in a fraction of a share being owed, that amount will be satisfied by withholding the fractional amount from the Participant’s paycheck; (b) requiring the Participant to deposit with the Company an arrangement amount of cash equal to pay the withholding obligation in cash has not been received amount determined by the Company prior to be required to be withheld with respect to the date that Granted Shares shall be released statutory minimum amount of the Participant’s total tax and other withholding obligations due and payable by the Company or otherwise withholding from the Lapsing Forfeiture RightParticipant’s paycheck an amount equal to such amounts due and payable by the Company; or (c) if the Company believes that the sale of shares can be made in compliance with applicable securities laws, authorizing, at a time when the Participant is not in possession of material nonpublic information, the Company shall authorize a registered broker(s) (sale by the “Broker”) to sell Participant on the applicable vesting date that the Granted Shares shall be released from the Lapsing Forfeiture Right of such number of Granted Shares shares of Common Stock as the Company instructs the Broker a registered broker to sell to satisfy the Company’s withholding obligationsobligation, after deduction of the Brokerbroker’s commission, and the Broker broker shall be required to remit to the Company the cash necessary in order for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s tax withholding obligation the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient to pay the Company’s tax withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any tax withholding obligation that is not satisfied by the sale of shares of Common Stock. The Participant agrees to hold the Company and the Broker broker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company and the Broker broker are under no obligation to arrange for such sale at any particular price. In connection with such sale of Granted Sharesshares of Common Stock, the Participant shall execute any such documents requested by the Broker broker in order to effectuate the sale of the Granted Shares shares of Common Stock and payment of the withholding obligation to the Company. The Company shall not deliver any shares of Common Stock to the Participant until it is satisfied that all of the Company’s withholding obligations required withholdings have been satisfied. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1(i)(B) under the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, the Company shall have the right to require the Company payments be made in cash instead of through the sale of shares of Common Stock if it reasonably believes that the sale of shares would violate applicable securities laws. Upon execution of this Agreement, the Participant may file an election under Section 83 of the Code. The Participant acknowledges that if he does not file such an election, as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1, the Participant will have income for tax purposes equal to the fair market value of the Granted Shares at such date, less the price paid for the Granted Shares by the Participantmade.

Tax Liability of the Participant and Payment of Taxes. The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to the Granted Shares issued pursuant to this Agreement, including, without limitation, the Lapsing Forfeiture Right, Agreement shall be the Participant’s responsibility. Without limiting the foregoing, the Participant agrees that, to the extent that the lapsing of restrictions on disposition of any of the Granted Shares or the declaration of dividends on any such shares before the lapse of such restrictions on disposition results in the Participant’s being deemed to be in receipt of earned income under the provisions of the Code, the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. Upon execution of this Agreement, the Participant may file an election under Section 83(b) of the Code. If the Participant files an election under Section 83(b) of the Code, Participant shall be required to deposit with the Company an amount of cash equal to the amount determined by the Company required to be withheld with respect to the statutory minimum of the Participant’s estimated total federal, state and local tax obligations associated with the number of Granted Shares Participant has elected to include in his income pursuant to Section 83(b). The Participant acknowledges that if he or she does not file such an election, as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1, the Participant will have income for tax purposes equal to the Fair Market Value of the Granted Shares on the Vesting Date, less the price paid for the Granted Shares by the Participant. The Participant has been given the opportunity to obtain the advice of his or her tax advisors with respect to the tax consequences of the purchase of the Granted Shares and the provisions of this Agreement. The Participant may elect to (i) deposit with the Company an amount of cash equal to the amount determined by the Company required to be withheld with respect to the statutory minimum of the Participant’s estimated total federal, state and local tax obligations associated with the number of Granted Shares that have vested, or (ii) have the Company withhold Granted Shares otherwise issuable under this Agreement upon such Vesting Date which have an aggregate Fair Market Value on the date of transfer equal to the aggregate amount of such estimated total federal, state and local tax obligations associated with the number of Granted Shares that have vested (such election, a “Net Settlement”). The Administrator shall determine the tax withholding obligation. In connection with the foregoing, the Participant agrees that if an arrangement to pay the withholding obligation in cash or by Net Settlement has not been received by the Company prior to as of the date that Granted Shares shall be released from the Lapsing Forfeiture RightVesting Date, the Company shall authorize a registered broker(s) (the “Broker”) to sell on the date that the Granted Shares shall be released from the Lapsing Forfeiture Right such number of Granted Shares as the Company instructs the Broker to sell to satisfy the Company’s withholding obligations, after deduction of the Broker’s commission, and the Broker shall remit to the Company the cash necessary in order for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s tax withholding obligation the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient to pay the Company’s tax withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any tax withholding obligation that is not satisfied by the sale of shares of Common Stock. The Participant agrees to hold the Company and the Broker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company and the Broker are under no obligation to arrange for such sale at any particular price. In connection with such sale of Granted Shares, the Participant shall execute any such documents requested by the Broker in order to effectuate the sale of the Granted Shares and payment of the withholding obligation to the Company. The Company shall not deliver any shares of Common Stock to the Participant until all of the Company’s withholding obligations have been satisfied. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1(i)(B1(c)(1)(i)(B) under the Securities Exchange Act of 1934, as amendedAct. Notwithstanding the foregoing, the Company shall have the right to require the Company payments be made in cash instead of through the sale of shares of Common Stock if it reasonably believes that the sale of shares would violate applicable securities laws. Upon execution of this Agreement, the Participant may file an election under Section 83 of the Code. The Participant acknowledges that if he does not file such an election, as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1, the Participant will have income for tax purposes equal to the fair market value of the Granted Shares at such date, less the price paid for the Granted Shares by the Participant.

Tax Liability of the Participant and Payment of Taxes. The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to this Award or the Granted Shares shares of Common Stock to be issued pursuant to this Agreement, including, without limitation, the Lapsing Forfeiture Right, Agreement or otherwise sold shall be the Participant’s responsibility. Without limiting the foregoing, the Participant agrees that, to the extent that the lapsing of restrictions on disposition of any Participant will owe taxes as of the Granted Shares or the declaration of dividends on any such shares before the lapse of such restrictions on disposition results in the Participant’s being deemed to be in receipt of earned income under the provisions vesting of the Code, Award and that the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. In Prior to any event in connection with the foregoingAward (e.g., vesting) that the Company determines may result in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any social tax obligation (the “Tax Withholding Obligation”), the Participant must arrange for the satisfaction of the minimum amount of such Tax Withholding Obligation in a manner acceptable to the Company: (i) Unless the Participant chooses to satisfy the Tax Withholding Obligation by some other means in accordance with clauses (ii) or (iii) below, the Participant’s acceptance of this Award constitutes the Participant’s instruction and authorization to the Company to pay any Tax Withholding Obligation by reducing the number of shares of Common Stock actually issued to the Participant on the date of vesting of the Award (or portion thereof) in an amount equal in value, based on the closing price for such Common Stock on such date, to the amount of the statutory minimum withholding tax due and payable by the Company. Fractional shares will not be retained to satisfy any portion of the withholding tax. Accordingly, the Participant agrees that if an arrangement to pay in the withholding obligation in cash has not been received by the Company prior to the date event that Granted Shares shall be released from the Lapsing Forfeiture Right, the Company shall authorize a registered broker(s) (the “Broker”) to sell on the date that the Granted Shares shall be released from the Lapsing Forfeiture Right such number of Granted Shares as the Company instructs the Broker to sell to satisfy the Company’s withholding obligations, after deduction of the Broker’s commission, and the Broker shall remit to the Company the cash necessary in order for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s tax withholding obligation the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient to pay the Company’s tax withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any tax withholding obligation owed would result in a fraction of a share being issued, that is not amount will be satisfied by the sale deduction of shares of Common Stock. The Participant agrees to hold the Company and the Broker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company and the Broker are under no obligation to arrange for such sale at any particular price. In connection with such sale of Granted Shares, the Participant shall execute any such documents requested by the Broker in order to effectuate the sale of the Granted Shares and payment of the withholding obligation to the Company. The Company shall not deliver any shares of Common Stock to the Participant until all of the Company’s withholding obligations have been satisfied. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1(i)(B) under the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, the Company shall have the right to require the Company payments be made amount in cash instead of through from the sale of shares of Common Stock if it reasonably believes that the sale of shares would violate applicable securities laws. Upon execution of this AgreementParticipant’s compensation. (ii) At any time not less than five (5) business days before any Tax Withholding Obligation arises, the Participant may file elect to satisfy a Tax Withholding Obligation by delivering to the Company an election under Section 83 of amount that the Code. The Participant acknowledges that if he does not file Company determines is sufficient to satisfy the Tax Withholding Obligation by (a) wire transfer to such an election, account as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1Company may direct, the Participant will have income for tax purposes equal (b) delivery of a certified check payable to the fair market value of Company, c/o Director, Human Resources & Administration, 0-X Xxxxx Xxxxx Xxxxx, Xxxxxxxx, XX 00000, or such other address as the Granted Shares at Company may from time to time direct, or (iii) such date, less other means as the price paid for the Granted Shares by the ParticipantCompany may establish or permit.

Tax Liability of the Participant and Payment of Taxes. (a) The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to the Granted Shares issued pursuant to this Agreement, including, without limitation, the Lapsing Forfeiture Right, Restricted Stock Agreement shall be the Participant’s responsibility. Without limiting the foregoing, the Participant agrees that, to the extent that the lapsing of restrictions on disposition vesting of any of the Granted Shares or the declaration of dividends on any such shares before the lapse of such restrictions on disposition Granted Shares prior to their vesting results in the Participant’s being deemed to be in receipt of earned income under the provisions of the Code, the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. In connection with the foregoing, the Participant agrees that if an arrangement to pay the withholding obligation in cash has not been received by the Company prior to the date that Granted Shares shall be released from the Lapsing Forfeiture Right, the Company shall authorize a registered broker(s. (b) (the “Broker”) to sell on the date that the Granted Shares shall be released from the Lapsing Forfeiture Right such number of Granted Shares as the Company instructs the Broker to sell to satisfy the Company’s withholding obligations, after deduction of the Broker’s commission, and the Broker shall remit to the Company the cash necessary in order for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s tax withholding obligation the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient to pay the Company’s tax withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any tax withholding obligation that is not satisfied by the sale of shares of Common Stock. The Participant agrees to hold the Company and the Broker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company and the Broker are under no obligation to arrange for such sale at any particular price. In connection with such sale of Granted Shares, the Participant shall execute any such documents requested by the Broker in order to effectuate the sale of the Granted Shares and payment of the withholding obligation to the Company. The Company shall not deliver any shares of Common Stock to the Participant until all of the Company’s withholding obligations have been satisfied. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1(i)(B) under the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, the Company shall have the right to require the Company payments be made in cash instead of through the sale of shares of Common Stock if it reasonably believes that the sale of shares would violate applicable securities laws. Upon execution of this Restricted Stock Agreement, the Participant may file an election under Section 83 of the Code. The Participant acknowledges that if he the Participant does not file such an election, as the Granted Shares are released from the Lapsing Forfeiture Right vest in accordance with Section 2.13 of this Restricted Stock Agreement, the Participant will have income for tax purposes equal to the fair market value of the Granted Shares at such date, less the price paid for the Granted Shares by the Participant. The Participant has been given the opportunity to obtain the advice of the Participant’s tax advisors with respect to the tax consequences of the Granted Shares and the provisions of this Restricted Stock Agreement. (c) The Participant shall be required to deposit with the Company an amount of cash equal to the amount determined by the Company to be required with respect to the statutory minimum of the Participant’s estimated total federal, state and local tax obligations associated with the vesting of the Granted Shares. In connection with the foregoing, any taxes or other amounts required to be withheld by the Company by applicable law or regulation shall be paid, at the option of the Company as follows: (i) the Company withholding whole Shares which would otherwise be delivered to the Participant, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with an award (the “Tax Date”), or withhold an amount of cash which would otherwise be payable to a holder, in the amount necessary to satisfy any such obligation; or (ii) the Participant satisfying any such obligation by any of the following means: (A) a cash payment to the Company; (B) delivery (either actual delivery or by attestation procedures established by the Company) to the Company of previously owned whole Shares having an aggregate Fair Market Value, determined as of the Tax Date, equal to the amount necessary to satisfy any such obligation; (C) authorizing the Company to withhold whole Shares which would otherwise be delivered having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash which would otherwise be payable to the Participant, equal to the amount necessary to satisfy any such obligation; or (D) any combination of (A), (B), and (C). Shares to be delivered or withheld may not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum statutory withholding rate. Any fraction of a Share which would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in cash by the Participant. (d) The Company shall not deliver any shares of Common Stock to the Participant until it is satisfied that all required withholdings have been made.

Tax Liability of the Participant and Payment of Taxes. The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to the Granted Shares issued pursuant to this Agreement, including, without limitation, the Lapsing Forfeiture Repurchase Right, shall be the Participant’s 's responsibility. Without limiting the foregoing, the Participant agrees that, to the extent that the lapsing of restrictions on disposition of any of the Granted Shares or the declaration of dividends on any such shares before the lapse of such restrictions on disposition results in the Participant’s 's being deemed to be in receipt of earned income under the provisions of the Code, the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. (1) [The Participant shall be required to deposit with the Company an amount of cash equal to the amount determined by the Company to be required with respect to the statutory minimum of the Participant's estimated total federal, state and local tax obligations associated with the termination of the Lapsing Repurchase right with respect to the Granted Shares. In connection with the foregoing, the Participant agrees that if an arrangement to pay the withholding obligation in cash has not been received by the Company prior to the date that Granted Shares shall be released from the Lapsing Forfeiture Right, the Company shall authorize a registered broker(s) (the “"Broker”") to sell on the date that the Granted Shares shall be released from the Lapsing Forfeiture Repurchase Right such number of Granted Shares as the Company instructs the Broker to sell to satisfy the Company’s 's withholding obligations, after deduction of the Broker’s 's commission, and the Broker shall remit to the Company the cash necessary in order for the Company to satisfy its withholding obligation. To The Company shall not deliver any of the extent Granted Shares until the proceeds of such sale exceed the Company’s tax deposit required herein for withholding obligation the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient to pay the Company’s tax withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any tax withholding obligation that is not satisfied by the sale of shares of Common Stock. The Participant agrees to hold the Company and the Broker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company and the Broker are under no obligation to arrange for such sale at any particular pricehas been made. In connection with such sale of Granted Shares, the Participant shall execute any such documents requested requested (1) If the Shares are purchased at fair market value then the 83(b) election would be protective in nature and would not result in any additional tax on purchase of the Shares. If the Shares are being purchased at a discount from fair market value, the 83(b) election accelerates the timing of the taxation to the time of the grant, and later dispositions are taxed at capital gain rates. If the 83(b) election is not made then the tax is paid at the time the restrictions lapse (which could result in a higher possible taxable spread at that time). An 83(b) election must be made within 30 days of the grant. If the Company pays cash dividends and an 83(b) election is filed, dividends receive dividend tax treatment. However, if no 83(b) election is made (as is the case with most public companies) the Employee will pay ordinary income tax rates on the cash dividend payments until the restrictions on the shares underlying those dividends lapse. If no 83(b) election is filed consider adding the following to the Agreement: The Participant has agreed not to file an election with respect to the Granted Shares under Section 83 of the Code and has obtained the advice or has been given the opportunity to obtain the advice of his or her tax advisors with respect to the tax consequences of the purchase of the Granted Shares and the provisions of this Agreement. by the Broker in order to effectuate the sale of the Granted Shares and payment of the withholding obligation to the Company. The Company shall not deliver any shares of Common Stock to the Participant until all of the Company’s withholding obligations have been satisfied. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1(i)(B) under the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, the Company shall have the right to require the Company payments be made in cash instead of through the sale of shares of Common Stock if it reasonably believes that the sale of shares would violate applicable securities laws. Upon execution of this Agreement, the Participant may file an election under Section 83 of the Code. The Participant acknowledges that if he does not file such an election, as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1, the Participant will have income for tax purposes equal to the fair market value of the Granted Shares at such date, less the price paid for the Granted Shares by the Participant.]

Tax Liability of the Participant and Payment of Taxes. The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to the Granted Shares issued pursuant to this Agreement, including, without limitation, the Lapsing Forfeiture Right, shall be the Participant’s 's responsibility. Without limiting the foregoing, the Participant agrees that, to the extent that the lapsing of restrictions on disposition of any of the Granted Shares or the declaration of dividends on any such shares before the lapse of such restrictions on disposition results in the Participant’s 's being deemed to be in receipt of earned income under the provisions of the Code, the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. In connection with the foregoing, the Participant agrees that if an arrangement to pay the withholding obligation in cash has not been received by the Company prior to the date that Granted Shares shall be released from the Lapsing Forfeiture Right, the Company shall authorize a registered broker(s) (the “Broker”) to sell on the date that the Granted Shares shall be released from the Lapsing Forfeiture Right such number of Granted Shares as the Company instructs the Broker to sell to satisfy the Company’s withholding obligations, after deduction of the Broker’s commission, and the Broker shall remit to the Company the cash necessary in order for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s tax withholding obligation the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient to pay the Company’s tax withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any tax withholding obligation that is not satisfied by the sale of shares of Common Stock. The Participant agrees to hold the Company and the Broker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company and the Broker are under no obligation to arrange for such sale at any particular price. In connection with such sale of Granted Shares, the Participant shall execute any such documents requested by the Broker in order to effectuate the sale of the Granted Shares and payment of the withholding obligation to the Company. The Company shall not deliver any shares of Common Stock to the Participant until all of the Company’s withholding obligations have been satisfied. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1(i)(B) under the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, the Company shall have the right to require the Company payments be made in cash instead of through the sale of shares of Common Stock if it reasonably believes that the sale of shares would violate applicable securities laws. Upon execution of this Agreement, the Participant may file an election under Section 83 of the Code. The Participant acknowledges that if he does not file such an election, as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1, the Participant will have income for tax purposes equal to the fair market value of the Granted Shares at such date, less the price paid for the Granted Shares by the Participant. [The Participant shall be required to deposit with the Company an amount of cash equal to the amount determined by the Company to be required with respect to the statutory minimum of the Participant's estimated total federal, state and local tax obligations associated with the termination of the Lapsing Forfeiture Right with respect to the Granted Shares. In connection with the foregoing, the Participant agrees that the Company shall authorize a registered broker(s) (the "Broker") to sell on the date that the Granted Shares shall be released from the Lapsing Forfeiture Right such number of Granted Shares as the Company instructs the Broker to sell to satisfy the Company's withholding obligations, after deduction of the Broker's commission, and the Broker shall remit to the Company the cash necessary in order for the Company to satisfy its withholding obligation. The Company shall not deliver any of the Granted Shares until the deposit required herein for withholding has been made. In connection with such sale of Granted Shares, the Participant shall execute any such documents requested by Broker in order to effectuate the sale of the Granted Shares and payment of the withholding obligation to the Company.]

Tax Liability of the Participant and Payment of Taxes. a. The Participant acknowledges and agrees that, regardless of any action the Company or the Participant’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax Related Items”), the ultimate liability for all Tax Related Items legally due by the Participant is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Participant’s employer. The Participant further agrees and acknowledges that the Company and the Participant’s employer (i) make no representations or undertakings regarding the treatment of any Tax Related Items in connection with any aspect of the Award, including the grant of the Award, the vesting or exercise of the Award, or the subsequent sale of any shares of Stock acquired upon exercise of the Award; and (ii) do not commit to and are under no obligation to structure the terms of the Award to reduce or eliminate the Participant’s liability for Tax Related Items or achieve any particular tax result. Further, the Participant understands and acknowledges that if the Participant has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Company and/or the Participant’s employer (or former employer, as applicable) may be required to withhold or account for Tax Related Items in more than one jurisdiction. b. At the time any portion of the Award becomes taxable to the Participant, the Participant will be required to pay to the Company any Tax Related Items due as a result of such taxable event. The Company shall have the right to withhold from any payment made in respect of the Award, transfer of shares of Stock acquired upon exercise of the Award, or payment made to the Participant or to any person hereunder, whether such payment is to be made in cash or in shares of Stock, all Tax Related Items as shall be required, in the determination of the Company, pursuant to any statute or governmental regulation or ruling. The Participant acknowledges and agrees that the Company, in its sole discretion, may satisfy such withholding obligation by any income one or other taxes due from combination of the following methods: i. by requiring the Participant to deliver a properly executed notice together with respect irrevocable instructions to a broker approved by the Company to sell shares of Stock and deliver promptly to the Granted Shares issued pursuant Company the amount of sale proceeds required to this Agreement, including, without limitation, pay the Lapsing Forfeiture Right, shall amount required to be withheld; ii. by requiring (or allowing) the Participant to pay such amount in cash or check; iii. by deducting such amount from the Participant’s responsibilitycurrent compensation; iv. Without limiting the foregoing, by allowing the Participant agrees thatto surrender other shares of Stock, which (A) in the case of shares of Stock initially acquired from the Company (upon the exercise of a stock option or otherwise), have been owned by the Participant for such period (if any) as may be required to avoid a charge to the Company’s earnings, and (B) have a fair market value on the date of surrender equal to the amount required to be withheld; v. by withholding a number of shares of Stock to be issued upon delivery of shares of Stock under the Award which have a fair market value equal to the minimum statutory rate or other applicable withholding rate; vi. by selling any shares of Stock to the extent that the lapsing of restrictions on disposition of any of the Granted Shares or the declaration of dividends on any such shares before the lapse of such restrictions on disposition results in the Participant’s being deemed to be in receipt of earned income under the provisions of the Code, the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. In connection with the foregoing, the Participant agrees that if an arrangement to pay the withholding obligation in cash has not been received by the Company prior to the date that Granted Shares shall be released from the Lapsing Forfeiture Right, the Company shall authorize a registered broker(s) (the “Broker”) to sell on the date that the Granted Shares shall be released from the Lapsing Forfeiture Right such number of Granted Shares as the Company instructs the Broker to sell to satisfy the Company’s withholding obligations; and vii. by such other means as the Administrator in its discretion and without notice deems appropriate, after deduction of the Broker’s commission, and the Broker shall remit including withholding from salary or other amounts payable to the Company the Participant, shares of Stock or cash necessary in order for the Company having a value sufficient to satisfy its the tax withholding obligation. To If the extent the proceeds obligation for withholding taxes is satisfied by withholding shares of such sale exceed the Company’s tax withholding obligation the Company agrees to pay such excess cash to Stock, then the Participant as soon as practicable. In additionwill, if such sale is not sufficient for tax purposes, be deemed to pay have been issued the Company’s tax withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any tax withholding obligation that is not satisfied by the sale full number of shares of Common Stock. The Participant agrees Stock subject to hold the Company and the Broker harmless from all costs, damages Award or expenses relating to any such sale. The Participant acknowledges that the Company and the Broker are under no obligation to arrange for such sale at any particular price. In connection with such sale of Granted Shares, the Participant shall execute any such documents requested by the Broker in order to effectuate the sale portion of the Granted Shares and payment Award so exercised or other applicable portion of the withholding obligation to Award, notwithstanding that a number of the Company. The Company shall not deliver any shares of Common Stock to the Participant until all of the Company’s withholding obligations have been satisfied. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1(i)(B) under the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, the Company shall have the right to require the Company payments be made in cash instead of through the sale of shares of Common Stock if it reasonably believes that the sale of shares would violate applicable securities laws. Upon execution of this Agreement, the Participant may file an election under Section 83 of the Code. The Participant acknowledges that if he does not file such an election, as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1, the Participant will have income for tax purposes equal to the fair market value of the Granted Shares at such date, less the price paid withheld solely for the Granted Shares by purpose of paying the Participantapplicable withholding taxes.