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 this Award or the shares of Common Stock to be issued pursuant to this Agreement or otherwise sold shall be the Participant’s responsibility. Without limiting the foregoing, the Participant agrees that the Participant will owe taxes at each vesting date on the portion of the Award then vested and 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 a vesting date, the Company shall authorize a registered broker (the “Broker”) to sell on such vesting date such number of shares of Common Stock otherwise deliverable to the Participant on vesting of the Award as the Company instructs the 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. 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. The Company shall not deliver any shares of Common Stock to the Participant until all 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 this Award or the shares of Common Stock to be Granted Shares issued pursuant to this Agreement or otherwise sold 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 Participant will owe taxes at each vesting date lapsing of restrictions on the portion disposition of any of the Award then vested and 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 foregoingUpon execution of this Agreement, the Participant agrees 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 arrangement 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 pay the withholding obligation in cash 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 been received by the Company prior to a vesting date, the Company shall authorize a registered broker (the “Broker”) to sell on such vesting date such number of shares of Common Stock otherwise deliverable to the Participant on vesting filed an election under Section 83 of the Award as the Company instructs the 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. In connection with such sale of shares of Common StockCode, the Participant shall execute any such documents requested be required to deposit with the Company an amount of cash equal to the amount determined by Broker in order the Company to effectuate be required with respect to the sale statutory minimum of the shares of Common Stock Participant’s estimated total federal, state and payment of local tax obligations associated with the withholding obligation to the Company. The Company shall not deliver any shares of Common Stock to the Participant until all withholdings have been madeGranted Shares.

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 shares of Common Stock to be Granted Shares issued pursuant to this Agreement or otherwise sold 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 Participant will owe taxes at each vesting date lapsing of restrictions on the portion disposition of any of the Award then vested and 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 CompanyCompany unless the Participant has elected share withholding. In connection with the foregoingUpon execution of this Agreement, the Participant agrees may file an election under Section 83 of the Code. The Participant acknowledges that if he or she does not file such an arrangement to pay the withholding obligation in cash has not been received by the Company prior to a vesting dateelection, the Company shall authorize a registered broker (the “Broker”) to sell on such vesting date such number of shares of Common Stock otherwise deliverable to the Participant on vesting of the Award as the Company instructs Granted Shares are released from the 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 Lapsing Forfeiture Right in order for the Company to satisfy its withholding obligation. In connection accordance with such sale of shares of Common StockSection 2.1, the Participant shall execute any such documents requested by Broker in order will have income for tax purposes equal to effectuate the sale Fair Market Value of the shares 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 Common Stock and payment his or her tax advisors with respect to the tax consequences of the withholding obligation purchase of the Granted Shares and the provisions of this Agreement. Pursuant to Section 3.2 of the Employment Agreement, the Executive shall have the right to elect to have the Company withhold from that number of Vested Shares to pay any federal, state, or local taxes as required by law to be withheld with respect to the Company. The Company shall not deliver any shares vesting or delivery of Common Stock the Vested Shares pursuant to the Participant until all withholdings have been madePlan.

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 shares of Common Stock to be issued pursuant to this Agreement or otherwise sold shall be the Participant’s responsibility. Without limiting the foregoing, the Participant agrees that the Participant will owe taxes at each vesting date Vesting Date on the portion of the Award then vested and 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 a vesting date, the Company shall authorize a registered broker (the “Broker”) to sell on such vesting date such number of shares of Common Stock otherwise deliverable to the Participant on vesting of the Award as the Company instructs the 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. 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. The Company shall not deliver any shares of Common Stock to the Participant until all 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 this Award or the shares of Common Stock to be Granted Shares issued pursuant to this Agreement or otherwise sold 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 Participant will owe taxes at each vesting date lapsing of restrictions on the portion disposition of any of the Award then vested and 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 Company may withhold such amount from the foregoingGranted Shares to be delivered to the Participant as set forth in Section 26 of the Plan. Upon execution of this Agreement, the Participant agrees may file an election under Section 83 of the Code in substantially the form attached as Exhibit B. The Participant acknowledges that if he does not file such an arrangement to pay the withholding obligation in cash has not been received by the Company prior to a vesting dateelection, the Company shall authorize a registered broker (the “Broker”) to sell on such vesting date such number of shares of Common Stock otherwise deliverable to the Participant on vesting of the Award as the Company instructs Granted Shares are released from the 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 Lapsing Forfeiture Right in order for the Company to satisfy its withholding obligation. In connection accordance with such sale of shares of Common StockSection 2.1, the Participant shall execute any such documents requested by Broker in order will have income for tax purposes equal to effectuate the sale fair market value of the shares 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 Common Stock and payment his or her tax advisors with respect to the tax consequences of the withholding obligation to purchase of the Company. The Company shall not deliver any shares Granted Shares and the provisions of Common Stock to the Participant until all withholdings have been madethis Agreement.