Common use of Tax Requirements Clause in Contracts

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement, including, without limitation, any possible tax consequences of this Agreement in connection with Section 409A of the Code. Unless the Company otherwise consents in writing to an alternative withholding method, the Company, or if applicable, any Subsidiary (for purposes of this Section 29, the term “Company” shall be deemed to include any applicable Subsidiary) shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion and prior to the date of conversion, require the Participant receiving shares of Common Stock upon conversion of Awarded Units to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payment must be made prior to the delivery of any certificate representing, or the registration of such shares in the Participant’s name for, such shares of Common Stock, as follows: (i) if the Participant is a Reporting Participant and/or is subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of Vested Units, then the tax withholding obligation must be satisfied by the Company’s withholding of a number of shares to be delivered upon the conversion of such Vested Units, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment (the “Net Settlement of Shares”), provided that, the Committee (excluding the Participant if the Participant is a member of the Committee) may, in its sole discretion, instead require the satisfaction of the tax withholding obligation in accordance with (ii)(A), (ii)(B) or (ii)(D) below; or (ii) if the Participant is neither a Reporting Participant nor subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of such Vested Units, then such payment may be made (A) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; (B) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant to the Company of shares of Common Stock, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding payment; (C) if the Company, in its sole discretion, so consents in writing, by the Net Settlement of Shares; or (D) any combination of (A), (B), or (C). Notwithstanding the foregoing, the Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant or withhold the number of shares to be delivered upon the conversion of the Awarded Units with an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; provided, however, if the Participant is a “specified employee” as defined in § 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six months delay provided for in Section 30 below, the Company shall withhold the number of shares attributable to the employment taxes on the date of the Participant’s Termination of Service and withhold the number of shares attributable to the income taxes on the date which occurs six months following the date of the Participant’s Termination of Service (or, if earlier, the date of death of the Participant).

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement. The Company or, including, without limitation, any possible tax consequences of this Agreement in connection with Section 409A of the Code. Unless the Company otherwise consents in writing to an alternative withholding method, the Company, or if applicable, any Subsidiary (for purposes of this Section 2926, the term “Company” shall be deemed to include any applicable Subsidiary) ), shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion and prior to the date of conversion, require the Participant receiving shares of Common Stock upon conversion of Awarded Units Vested PSUs to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payment must be made prior to the delivery of any certificate representing, or the registration of such shares in the Participant’s name for, such shares of Common Stock, as follows: (i) if the Participant is a Reporting Participant and/or is subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of Vested UnitsPSUs, then the tax withholding obligation must be satisfied by the Company’s withholding of a number of shares to be delivered upon the conversion of such Vested UnitsPSUs, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment (the “Net Settlement of Shares”), provided that, the Committee (excluding the Participant if the Participant is a member of the Committee) may, in its sole discretion, instead require the satisfaction of the tax withholding obligation in accordance with (ii)(A), (ii)(B) or (ii)(D) below; or (ii) if the Participant is neither a Reporting Participant nor subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of such Vested UnitsPSUs, then such payment may be made (A) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; (B) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant to the Company of shares of Common Stock, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding payment; (C) if the Company, in its sole discretion, so consents in writing, by the Net Settlement of Shares; or (D) any combination of (A), (B), or (C). Notwithstanding the foregoing, the The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant or withhold the number of shares to be delivered upon the conversion of the Awarded Units with an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the CompanyParticipant; provided, however, if the Participant is a “specified employee” as defined in § Section 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six (6) months delay provided for in Section 30 below25 above, the Company shall withhold the number of shares attributable to the employment taxes on the date of the Participant’s Termination of Service and withhold the number of shares attributable to the income taxes on the date which occurs six (6) months following the date of the Participant’s Termination of Service (or, if earlier, the date of death of the Participant).. [Remainder of Page Intentionally Left Blank;

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement, including, without limitation, any possible tax consequences of this Agreement in connection with Section 409A of the Code. Unless the Company otherwise consents in writing to an alternative withholding method, the Company, or if applicable, any Subsidiary Affiliate (for purposes of this Section 2925, the term “Company” shall be deemed to include any applicable SubsidiaryAffiliate) shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion and prior to the date of conversion, require the Participant receiving shares of Common Stock Shares upon conversion of Awarded Units to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payment must Arrangements for such payments shall be required to be made prior to the delivery of any certificate representing, or the registration of date on which such shares in tax is required to be withheld. Such payment may be made by the Participant’s name for, such shares of Common Stock, as follows: (ia) if electing to have the Participant is Company withhold a Reporting Participant and/or is subject to the preclearance requirements portion of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of Vested Units, then the tax withholding obligation must be satisfied by the Company’s withholding of a number of shares Shares otherwise to be delivered upon receipt of (or the conversion lapse of restrictions relating to) such Vested Units, which shares so withheld have an aggregate Awarded Units with a Fair Market Value that equals equal to the amount of such taxes required to be withheld (but does not exceedsubject to any limitations required by the Financial Accounting Standards Board’s ASC Topic 718 to avoid adverse accounting treatment); (b) delivering to the Company, Shares other than Shares issuable upon receipt of (or the lapse of restrictions relating to) such Awarded Units with a Fair Market Value equal to the amount of such required tax withholding payment (the “Net Settlement of Shares”), provided that, the Committee (excluding the Participant if the Participant is a member of the Committee) may, in its sole discretion, instead require the satisfaction of the tax withholding obligation in accordance with (ii)(A), (ii)(B) or (ii)(D) belowwithholdings; or (iic) if the Participant is neither a Reporting Participant nor subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of such Vested Units, then such payment may be made (A) by the delivery of delivering cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; (B) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant to the Company of shares of Common Stock, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding payment; (C) if the Company, in its sole discretion, so consents in writing, by the Net Settlement of Shares; or (D) any combination of (A), (B), or (C). Notwithstanding the foregoing, the Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant or withhold the number of shares Shares to be delivered upon the conversion of the Awarded Units with an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; provided, however, if the Participant is a “specified employee” as defined in § 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six months delay provided for in Section 30 below, the Company shall withhold the number of shares attributable to the employment taxes on the date of the Participant’s Termination of Service and withhold the number of shares attributable to the income taxes on the date which occurs six months following the date of the Participant’s Termination of Service (or, if earlier, the date of death of the Participant).

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement, includingthe availability, without limitationmethod, any possible and timing for filing an election to include income arising from this Agreement into the Participant's gross income under Section 83(b) of the Code, and the tax consequences of such election. By execution of this Agreement in connection with Section 409A of Agreement, the Code. Unless Participant agrees that if the Participant makes such an election, the Participant shall provide the Company otherwise consents with written notice of such election in writing to an alternative withholding methodaccordance with the regulations promulgated under Code Section 83(b). The Company or, the Company, or if applicable, any Subsidiary (for purposes of this Section 2932, the term “Company” "COMPANY" shall be deemed to include any applicable Subsidiary) ), shall have the right to deduct from all amounts hereunder paid in cash or other form in connection with the Planform, any federalFederal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion and prior to the date of conversiondiscretion, also require the Participant receiving shares of Common Stock upon conversion of Awarded Units issued under the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s 's income arising with respect to this Award. Such payment must payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing, or the registration of such shares in the Participant’s name for, such representing shares of Common Stock, as follows: (i) if the Participant is a Reporting Participant and/or is subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of Vested Units, then the tax withholding obligation must be satisfied by the Company’s withholding of a number of shares to be delivered upon the conversion of such Vested Units, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment (the “Net Settlement of Shares”), provided that, the Committee (excluding the Participant if the Participant is a member of the Committee) may, in its sole discretion, instead require the satisfaction of the tax withholding obligation in accordance with (ii)(A), (ii)(B) or (ii)(D) below; or (ii) if the Participant is neither a Reporting Participant nor subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of such Vested Units, then such . Such payment may be made (Ai) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional sharesshares under (iii) below) the required tax withholding obligations of the Company; (Bii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the exercising Participant to the Company of shares of Common Stock other than (A) Restricted Stock, (B) Callable Shares, or (C) Common Stock that the Participant has not acquired from the Company within six (6) months prior to the date of exercise, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional sharesshares under (iii) below) the required tax withholding payment; (Ciii) if the Company, in its sole discretion, so consents in writing, by the Net Settlement Company's withholding of a number of shares to be delivered upon the exercise of the Stock Option other than shares that will constitute Restricted Stock or Callable Shares, which shares so withheld have an aggregate fair market value that equals (but does not exceed) the required tax withholding payment; or (Div) any combination of (Ai), (Bii), or (Ciii). Notwithstanding the foregoing, the The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant or withhold the number of shares to be delivered upon the conversion of the Awarded Units with an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; provided, however, if the Participant is a “specified employee” as defined in § 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six months delay provided for in Section 30 below, the Company shall withhold the number of shares attributable to the employment taxes on the date of the Participant’s Termination of Service and withhold the number of shares attributable to the income taxes on the date which occurs six months following the date of the Participant’s Termination of Service (or, if earlier, the date of death of the Participant).

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement, includingthe method and timing for filing an election to include this Agreement in income under Section 83(b) of the Code, without limitation, any possible and the tax consequences of such election. By execution of this Agreement Agreement, the Participant agrees that if the Participant makes such an election, the Participant shall provide the Company with written notice of such election in connection accordance with the regulations promulgated under Section 409A 83(b) of the Code. Unless the The Company otherwise consents in writing to an alternative withholding methodor, the Company, or if applicable, any Subsidiary (for purposes of this Section 2925, the term “Company” shall be deemed to include any applicable Subsidiary) ), shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federalFederal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion and prior to the date of conversion, require the Participant receiving shares of Common Stock upon conversion issued under the Plan shall pay to the Company, in accordance with the provisions of Awarded Units to pay the Company this Section 25, the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payment must be made prior to the delivery of any certificate representing, or the registration of such shares in the Participant’s name for, such representing shares of Common Stock, as follows: (i) if the Participant is a Reporting Participant and/or is subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion vesting of Vested UnitsAwarded Shares, then the tax withholding obligation must be satisfied by the Company’s withholding of a number of shares to be delivered upon the conversion vesting of such Vested UnitsAwarded Shares, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment (the “Net Settlement of Shares”), provided that, the Committee (excluding the Participant if the Participant is a member of the Committee) may, in its sole discretion, instead require the satisfaction of the tax withholding obligation in accordance with (ii)(A), (ii)(B) or (ii)(D) below; or (ii) if the Participant is neither a Reporting Participant nor subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion vesting of such Vested UnitsAwarded Shares, then such payment may be made (A) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; (B) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant to the Company of shares of Common Stock, other than Restricted Stock or Common Stock that the Participant has acquired from the Company within six (6) months prior thereto, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding payment; (C) if the Company, in its sole discretion, so consents in writing, by the Net Settlement of Shares; or (D) any combination of (A), (B), or (C). Notwithstanding the foregoing, the The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant Participant. Each party to this Agreement consents to the use of electronic signatures in the execution of this Agreement. This Agreement may be executed in one or withhold more counterparts, each of which shall be deemed an original but all of which together will constitute one and the number same instrument. A PDF, scanned item, or other reproduction of shares to this Agreement and/or its signature page may be executed by one or more of the parties, and an executed copy of such signature page of this Agreement may be delivered upon the conversion by one or more of the Awarded Units with an aggregate Fair Market Value that equals parties by email or exceeds (similar instantaneous electronic transmission pursuant to avoid which the issuance of fractional shares) the required tax withholding obligations of the Company; providedsignature of, however, if the Participant is a “specified employee” as defined in § 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six months delay provided for in Section 30 belowor on behalf of, the Company shall withhold the number of shares attributable to the employment taxes party is set forth electronically on the date of the Participant’s Termination of Service signature page, and withhold the number of shares attributable to the income taxes on the date which occurs six months following the date of the Participant’s Termination of Service (orsuch execution and delivery shall be considered valid, if earlier, the date of death of the Participant)legally binding and effective for all purposes.

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement, including, without limitation, any possible tax consequences of this Agreement in connection with Section 409A of the Code. Unless the Company otherwise consents in writing to an alternative withholding method, the Company, or if applicable, any Subsidiary Affiliate (for purposes of this Section 2924, the term “Company” shall be deemed to include any applicable SubsidiaryAffiliate) shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion and prior to the date of conversion, require the Participant receiving shares of Common Stock Shares upon conversion of Awarded Units to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payment must Arrangements for such payments shall be required to be made prior to the delivery of any certificate representing, or the registration of date on which such shares in tax is required to be withheld. Such payment may be made by the Participant’s name for, such shares of Common Stock, as follows: (ia) if electing to have the Participant is Company withhold a Reporting Participant and/or is subject to the preclearance requirements portion of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of Vested Units, then the tax withholding obligation must be satisfied by the Company’s withholding of a number of shares Shares otherwise to be delivered upon receipt of (or the conversion lapse of restrictions relating to) such Vested Units, which shares so withheld have an aggregate Awarded Units with a Fair Market Value that equals equal to the amount of such taxes required to be withheld (but does not exceedsubject to any limitations required by the Financial Accounting Standards Board’s ASC Topic 718 to avoid adverse accounting treatment); (b) delivering to the Company, Shares other than Shares issuable upon receipt of (or the lapse of restrictions relating to) such Awarded Units with a Fair Market Value equal to the amount of such required tax withholding payment (the “Net Settlement of Shares”), provided that, the Committee (excluding the Participant if the Participant is a member of the Committee) may, in its sole discretion, instead require the satisfaction of the tax withholding obligation in accordance with (ii)(A), (ii)(B) or (ii)(D) belowwithholdings; or (iic) if the Participant is neither a Reporting Participant nor subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of such Vested Units, then such payment may be made (A) by the delivery of delivering cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; (B) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant to the Company of shares of Common Stock, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding payment; (C) if the Company, in its sole discretion, so consents in writing, by the Net Settlement of Shares; or (D) any combination of (A), (B), or (C). Notwithstanding the foregoing, the Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant or withhold the number of shares Shares to be delivered upon the conversion of the Awarded Units with an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; provided, however, if the Participant is a “specified employee” as defined in § 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six months delay provided for in Section 30 below, the Company shall withhold the number of shares attributable to the employment taxes on the date of the Participant’s Termination of Service and withhold the number of shares attributable to the income taxes on the date which occurs six months following the date of the Participant’s Termination of Service (or, if earlier, the date of death of the Participant).

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement, including, without limitation, any possible tax consequences of this Agreement in connection with Section 409A of the Code. Unless the Company otherwise consents in writing to an alternative withholding method, the Company, or if applicable, any Subsidiary (for purposes of this Section 29, the term “Company” shall be deemed to include any applicable Subsidiary) shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion and prior to the date of conversion, require the Participant receiving shares of Common Stock upon conversion of Awarded Vested Units to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payment must be made prior to the delivery of any certificate representing, or the registration of such shares in the Participant’s name for, such shares of Common Stock, as follows: (i) if the Participant is a Reporting Participant and/or is subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of Vested Units, then the tax withholding obligation must be satisfied by the Company’s withholding of a number of shares to be delivered upon the conversion of such Vested Units, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment (the “Net Settlement of Shares”), provided that, the Committee (excluding the Participant if the Participant is a member of the Committee) may, in its sole discretion, instead require the satisfaction of the tax withholding obligation in accordance with (ii)(A), (ii)(B) or (ii)(D) below; or (ii) if the Participant is neither a Reporting Participant nor subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of such Vested Units, then such payment may be made (A) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; (B) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant to the Company of shares of Common Stock, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding payment; (C) if the Company, in its sole discretion, so consents in writing, by the Net Settlement of Shares; or (D) any combination of (A), (B), or (C). Notwithstanding the foregoing, the Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant or withhold the number of shares to be delivered upon the conversion of the Awarded Vested Units with an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; provided, however, if the Participant is a “specified employee” as defined in § 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six months delay provided for in Section 30 below, the Company shall withhold the number of shares attributable to the employment taxes on the date of the Participant’s Termination of Service and withhold the number of shares attributable to the income taxes on the date which occurs six months following the date of the Participant’s Termination of Service (or, if earlier, the date of death of the Participant).

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement, includingthe method and timing for filing an election to include this Agreement in income under Section 83(b) of the Code, without limitation, any possible and the tax consequences of such election. By execution of this Agreement Agreement, the Participant agrees that if the Participant makes such an election, the Participant shall provide the Company with written notice of such election in connection accordance with the regulations promulgated under Section 409A 83(b) of the Code. Unless the The Company otherwise consents in writing to an alternative withholding methodor, the Company, or if applicable, any Subsidiary (for purposes of this Section 2926, the term “Company” shall be deemed to include any applicable Subsidiary) ), shall have the right to deduct from all amounts paid or payable to the Participant in cash or other form in connection with the Plan, any federalFederal, state, local, or other taxes required permitted by law to be withheld in connection with this Award. The Company may, in its sole discretion and prior to the date of conversiondiscretion, also require the Participant receiving shares of Common Stock upon conversion of Awarded Units issued under the Plan to pay the Company the amount of any taxes that the Company is required permitted to withhold in connection with the Participant’s income arising with respect to this Award. Such payment must payments shall be required to be made when requested by Company and may be required to be made prior to the delivery of any certificate representing, or the registration of such shares in the Participant’s name for, such representing shares of Common Stock, as follows: (i) if the Participant is a Reporting Participant and/or is subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of Vested Units, then the tax withholding obligation must be satisfied by the Company’s withholding of a number of shares to be delivered upon the conversion of such Vested Units, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment (the “Net Settlement of Shares”), provided that, the Committee (excluding the Participant if the Participant is a member of the Committee) may, in its sole discretion, instead require the satisfaction of the tax withholding obligation in accordance with (ii)(A), (ii)(B) or (ii)(D) below; or (ii) if the Participant is neither a Reporting Participant nor subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of such Vested Units, then such . Such payment may be made (Ai) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional sharesshares under (iii) below) the required applicable tax withholding obligations of the Company; (Bii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant to the Company of shares of Common StockStock that the Participant has not acquired from the Company within six (6) months prior thereto, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional sharesshares under (iii) below) the required applicable tax withholding payment; (Ciii) if the Company’s withholding of a number of shares to be delivered upon the vesting of this Award, in its sole discretion, which shares so consents in writing, by withheld have an aggregate Fair Market Value that equals (but does not exceed) the Net Settlement of Sharesapplicable tax withholding payment; or (Div) any combination of (Ai), (Bii), or (C)iii) or any other method consented to by the Company in writing. Notwithstanding the foregoing, the The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant or withhold the number of shares to be delivered upon the conversion of the Awarded Units with an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; provided, however, if the Participant is a “specified employee” as defined in § 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six months delay provided for in Section 30 below, the Company shall withhold the number of shares attributable to the employment taxes on the date of the Participant’s Termination of Service and withhold the number of shares attributable to the income taxes on the date which occurs six months following the date of the Participant’s Termination of Service (or, if earlier, the date of death of the Participant).

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement, includingthe availability, without limitationmethod, any possible and timing for filing an election to include income arising from this Agreement into the Participant’s gross income under Section 83(b) of the Code, and the tax consequences of such election. By execution of this Agreement in connection with Section 409A of Agreement, the Code. Unless Participant agrees that if the Participant makes such an election, the Participant shall provide the Company otherwise consents with written notice of such election in writing to an alternative withholding methodaccordance with the regulations promulgated under Code Section 83(b). The Company or, the Company, or if applicable, any Subsidiary (for purposes of this Section 2932, the term “Company” shall be deemed to include any applicable Subsidiary) ), shall have the right to deduct from all amounts hereunder paid in cash or other form in connection with the Planform, any federalFederal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion and prior to the date of conversiondiscretion, also require the Participant receiving shares of Common Stock upon conversion of Awarded Units issued under the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payment must payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing, or the registration of such shares in the Participant’s name for, such representing shares of Common Stock, as follows: (i) if the Participant is a Reporting Participant and/or is subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of Vested Units, then the tax withholding obligation must be satisfied by the Company’s withholding of a number of shares to be delivered upon the conversion of such Vested Units, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment (the “Net Settlement of Shares”), provided that, the Committee (excluding the Participant if the Participant is a member of the Committee) may, in its sole discretion, instead require the satisfaction of the tax withholding obligation in accordance with (ii)(A), (ii)(B) or (ii)(D) below; or (ii) if the Participant is neither a Reporting Participant nor subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of such Vested Units, then such . Such payment may be made (Ai) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional sharesshares under (iii) below) the required tax withholding obligations of the Company; (Bii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the exercising Participant to the Company of shares of Common Stock other than (A) Restricted Stock, (B) Callable Shares, or (C) Common Stock that the Participant has not acquired from the Company within six (6) months prior to the date of exercise, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional sharesshares under (iii) below) the required tax withholding payment; (Ciii) if the Company, in its sole discretion, so consents in writing, by the Net Settlement Company’s withholding of a number of shares to be delivered upon the exercise of the Stock Option other than shares that will constitute Restricted Stock or Callable Shares, which shares so withheld have an aggregate fair market value that equals (but does not exceed) the required tax withholding payment; or (Div) any combination of (Ai), (Bii), or (Ciii). Notwithstanding the foregoing, the The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant or withhold the number of shares to be delivered upon the conversion of the Awarded Units with an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; provided, however, if the Participant is a “specified employee” as defined in § 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six months delay provided for in Section 30 below, the Company shall withhold the number of shares attributable to the employment taxes on the date of the Participant’s Termination of Service and withhold the number of shares attributable to the income taxes on the date which occurs six months following the date of the Participant’s Termination of Service (or, if earlier, the date of death of the Participant).

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement, including, without limitation, any possible tax consequences of this Agreement in connection with Section 409A of the Code. Unless the Company otherwise consents in writing to an alternative withholding method, the Company, or if applicable, any Subsidiary Affiliate (for purposes of this Section 2925, the term “Company” shall be deemed to include any applicable SubsidiaryAffiliate) shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion and prior to the date of conversionsettlement, require the Participant receiving shares payment in respect of Common Stock upon conversion of Awarded Units to Vested RSUs pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payment must Arrangements for such payments shall be required to be made prior to the delivery of any certificate representing, or the registration of date on which such shares in tax is required to be withheld. Such payment may be made by the Participant’s name for, such shares of Common Stock, as follows: (ia) if electing to have the Participant is Company withhold a Reporting Participant and/or is subject to the preclearance requirements portion of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of Vested Units, then the tax withholding obligation must be satisfied by the Company’s withholding of a number of shares Shares otherwise to be delivered upon the conversion settlement of such Vested Units, which shares so withheld have an aggregate RSUs with a Fair Market Value that equals equal to the amount of such taxes required to be withheld (but does not exceedsubject to any limitations required by the Financial Accounting Standards Board’s ASC Topic 718 to avoid adverse accounting treatment); (b) delivering to the Company Shares, other than Shares issuable upon settlement of such Vested RSUs, with a Fair Market Value equal to the amount of such required tax withholding payment (the “Net Settlement of Shares”), provided that, the Committee (excluding the Participant if the Participant is a member of the Committee) may, in its sole discretion, instead require the satisfaction of the tax withholding obligation in accordance with (ii)(A), (ii)(B) or (ii)(D) belowwithholdings; or (iic) if the Participant is neither a Reporting Participant nor subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of such Vested Units, then such payment may be made (A) by the delivery of delivering cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; (B) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant to the Company of shares of Common Stock, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding payment; (C) if the Company, in its sole discretion, so consents in writing, by the Net Settlement of Shares; or (D) any combination of (A), (B), or (C). Notwithstanding the foregoing, the Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant or withhold the a number of shares Shares to be delivered upon the conversion settlement of the Awarded Units Vested RSUs with an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; provided, however, if the Participant is a “specified employee” as defined in § 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six months delay provided for in Section 30 below, the Company shall withhold the number of shares attributable to the employment taxes on the date of the Participant’s Termination of Service and withhold the number of shares attributable to the income taxes on the date which occurs six months following the date of the Participant’s Termination of Service (or, if earlier, the date of death of the Participant).

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this AgreementCompany or, including, without limitation, any possible tax consequences of this Agreement in connection with Section 409A of the Code. Unless the Company otherwise consents in writing to an alternative withholding method, the Company, or if applicable, any Subsidiary (for purposes of this Section 2928, the term “Company” shall be deemed to include any applicable Subsidiary) ), shall have the right to deduct from all amounts hereunder paid in cash or other form in connection with the Planform, any federalFederal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion and prior to the date of conversiondiscretion, also require the Participant receiving shares of Common Stock upon conversion of Awarded Units issued under the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payment must payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing, or the registration of such shares in the Participant’s name for, such representing shares of Common Stock, as follows: (i) if the Participant is a Reporting Participant and/or is subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of Vested Units, then the tax withholding obligation must be satisfied by the Company’s withholding of a number of shares to be delivered upon the conversion of such Vested Units, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment (the “Net Settlement of Shares”), provided that, the Committee (excluding the Participant if the Participant is a member of the Committee) may, in its sole discretion, instead require the satisfaction of the tax withholding obligation in accordance with (ii)(A), (ii)(B) or (ii)(D) below; or (ii) if the Participant is neither a Reporting Participant nor subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of such Vested Units, then such . Such payment may be made (Ai) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; (Bii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the exercising Participant to the Company of shares of Common StockStock other than Common Stock that the Participant has not acquired from the Company within six (6) months prior to the date of exercise, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding payment; (Ciii) if the Company, in its sole discretion, so consents in writing, by the Net Settlement Company’s withholding of Sharesa number of shares to be delivered upon the exercise of the Stock Option other than shares that will constitute Restricted Stock, which shares so withheld have an aggregate fair market value that equals (but does not exceed) the required tax withholding payment; or (Div) any combination of (Ai), (Bii), or (Ciii). Notwithstanding the foregoing, the The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant or withhold the number of shares to be delivered upon the conversion of the Awarded Units with an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; provided, however, if the Participant is a “specified employee” as defined in § 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six months delay provided for in Section 30 below, the Company shall withhold the number of shares attributable to the employment taxes on the date of the Participant’s Termination of Service and withhold the number of shares attributable to the income taxes on the date which occurs six months following the date of the Participant’s Termination of Service (or, if earlier, the date of death of the Participant).

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement, includingthe method and timing for filing an election to include this Agreement in income under Section 83(b) of the Code, without limitation, any possible and the tax consequences of such election. By execution of this Agreement Agreement, the Participant agrees that if the Participant makes such an election, the Participant shall provide the Company with written notice of such election in connection accordance with the regulations promulgated under Section 409A 83(b) of the Code. Unless the The Company otherwise consents in writing to an alternative withholding methodor, the Company, or if applicable, any Subsidiary (for purposes of this Section 2926, the term “Company” shall be deemed to include any applicable Subsidiary) ), shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federalFederal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion and prior to the date of conversion, require the Participant receiving shares of Common Stock upon conversion issued under the Plan shall pay to the Company, in accordance with the provisions of Awarded Units to pay the Company this Section 25, the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payment must be made prior to the delivery of any certificate representing, or the registration of such shares in the Participant’s name for, such representing shares of Common Stock, as follows: (i) if the Participant is a Reporting Participant and/or is subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion vesting of Vested UnitsAwarded Shares, then the tax withholding obligation must be satisfied by the Company’s withholding of a number of shares to be delivered upon the conversion vesting of such Vested UnitsAwarded Shares, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment (the “Net Settlement of Shares”), provided that, the Committee (excluding the Participant if the Participant is a member of the Committee) may, in its sole discretion, instead require the satisfaction of the tax withholding obligation in accordance with (ii)(A), (ii)(B) or (ii)(D) below; or (ii) if the Participant is neither a Reporting Participant nor subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion vesting of such Vested UnitsAwarded Shares, then such payment may be made (A) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; (B) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant to the Company of shares of Common Stock, other than Restricted Stock or Common Stock that the Participant has acquired from the Company within six (6) months prior thereto, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding payment; (C) if the Company, in its sole discretion, so consents in writing, by the Net Settlement of Shares; or (D) any combination of (A), (B), or (C). Notwithstanding the foregoing, the The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant Participant. %%EMPLOYEE_IDENTIFIER%-% %%OPTION_DATE,’MONTH DD, YYYY’%-% Each party to this Agreement consents to the use of electronic signatures in the execution of this Agreement. This Agreement may be executed in one or withhold more counterparts, each of which shall be deemed an original but all of which together will constitute one and the number same instrument. A PDF, scanned item, or other reproduction of shares to this Agreement and/or its signature page may be executed by one or more of the parties, and an executed copy of such signature page of this Agreement may be delivered upon the conversion by one or more of the Awarded Units with an aggregate Fair Market Value that equals parties by email or exceeds (similar instantaneous electronic transmission pursuant to avoid which the issuance of fractional shares) the required tax withholding obligations of the Company; providedsignature of, however, if the Participant is a “specified employee” as defined in § 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six months delay provided for in Section 30 belowor on behalf of, the Company shall withhold the number of shares attributable to the employment taxes party is set forth electronically on the date of the Participant’s Termination of Service signature page, and withhold the number of shares attributable to the income taxes on the date which occurs six months following the date of the Participant’s Termination of Service (orsuch execution and delivery shall be considered valid, if earlier, the date of death of the Participant)legally binding and effective for all purposes.

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement. The Company or, including, without limitation, any possible tax consequences of this Agreement in connection with Section 409A of the Code. Unless the Company otherwise consents in writing to an alternative withholding method, the Company, or if applicable, any Subsidiary (for purposes of this Section 2926, the term “Company” shall be deemed to include any applicable Subsidiary) ), shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion and prior to the date of conversion, require the Participant receiving shares of Common Stock upon conversion of Awarded Vested Units to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payment must be made prior to the delivery of any certificate representing, or the registration of such shares in the Participant’s name for, such shares of Common Stock, as follows: (i) if the Participant is a Reporting Participant and/or is subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of Vested Units, then the tax withholding obligation must be satisfied by the Company’s withholding of a number of shares to be delivered upon the conversion of such Vested Units, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment (the “Net Settlement of Shares”), provided that, the Committee (excluding the Participant if the Participant is a member of the Committee) may, in its sole discretion, instead require the satisfaction of the tax withholding obligation in accordance with (ii)(A), (ii)(B) or (ii)(D) below; or (ii) if the Participant is neither a Reporting Participant nor subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of such Vested Units, then such payment may be made (A) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; (B) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant to the Company of shares of Common Stock, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding payment; (C) if the Company, in its sole discretion, so consents in writing, by the Net Settlement of Shares; or (D) any combination of (A), (B), or (C). Notwithstanding the foregoing, the The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant or withhold the number of shares to be delivered upon the conversion of the Awarded Units with an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the CompanyParticipant; provided, however, if the Participant is a “specified employee” as defined in § Section 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six (6) months delay provided for in Section 30 below25 above, the Company shall withhold the number of shares attributable to the employment taxes on the date of the Participant’s Termination of Service and withhold the number of shares attributable to the income taxes on the date which occurs six (6) months following the date of the Participant’s Termination of Service (or, if earlier, the date of death of the Participant). [Remainder of Page Intentionally Left Blank.

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement, includingthe method and timing for filing an election to include this Agreement in income under Section 83(b) of the Code, without limitation, any possible and the tax consequences of such election. By execution of this Agreement Agreement, the Participant agrees that if the Participant makes such an election, the Participant shall provide the Company with written notice of such election in connection accordance with the regulations promulgated under Section 409A 83(b) of the Code. Unless the The Company otherwise consents in writing to an alternative withholding methodor, the Company, or if applicable, any Subsidiary (for purposes of this Section 2925, the term “Company” shall be deemed to include any applicable Subsidiary) ), shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federalFederal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion and prior to the date of conversion, require the Participant receiving shares of Common Stock upon conversion issued under the Plan shall pay to the Company, in accordance with the provisions of Awarded Units to pay the Company this Section 25, the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payment must be made prior to the delivery of any certificate representing, or the registration of such shares in the Participant’s name for, such representing shares of Common Stock, as follows: (i) if the Participant is a Reporting Participant and/or is subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion vesting of Vested UnitsAwarded Shares, then the tax withholding obligation must be satisfied by the Company’s withholding of a number of shares to be delivered upon the conversion vesting of such Vested UnitsAwarded Shares, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment (the “Net Settlement of Shares”), provided that, the Committee (excluding the Participant if the Participant is a member of the Committee) may, in its sole discretion, instead require the satisfaction of the tax withholding obligation in accordance with (ii)(A), (ii)(B) or (ii)(D) below; or (ii) if the Participant is neither a Reporting Participant nor subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion vesting of such Vested UnitsAwarded Shares, then such payment may be made (A) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; (B) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant to the Company of shares of Common Stock, other than Restricted Stock or Common Stock that the Participant has acquired from the Company within six (6) months prior thereto, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding payment; (C) if the Company, in its sole discretion, so consents in writing, by the Net Settlement of Shares; or (D) any combination of (A), (B), or (C). Notwithstanding the foregoing, the The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant Participant. %%EMPLOYEE_IDENTIFIER%-% %%OPTION_DATE,’MONTH DD, YYYY’%-% Each party to this Agreement consents to the use of electronic signatures in the execution of this Agreement. This Agreement may be executed in one or withhold more counterparts, each of which shall be deemed an original but all of which together will constitute one and the number same instrument. A PDF, scanned item, or other reproduction of shares to this Agreement and/or its signature page may be executed by one or more of the parties, and an executed copy of such signature page of this Agreement may be delivered upon the conversion by one or more of the Awarded Units with an aggregate Fair Market Value that equals parties by email or exceeds (similar instantaneous electronic transmission pursuant to avoid which the issuance of fractional shares) the required tax withholding obligations of the Company; providedsignature of, however, if the Participant is a “specified employee” as defined in § 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six months delay provided for in Section 30 belowor on behalf of, the Company shall withhold the number of shares attributable to the employment taxes party is set forth electronically on the date of the Participant’s Termination of Service signature page, and withhold the number of shares attributable to the income taxes on the date which occurs six months following the date of the Participant’s Termination of Service (orsuch execution and delivery shall be considered valid, if earlier, the date of death of the Participant)legally binding and effective for all purposes.

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement, includingthe method and timing for filing an election to include this Agreement in income under Section 83(b) of the Code, without limitation, any possible and the tax consequences of such election. By execution of this Agreement Agreement, the Participant agrees that if the Participant makes such an election, the Participant shall provide the Company with written notice of such election in connection accordance with the regulations promulgated under Section 409A 83(b) of the Code. Unless the The Company otherwise consents in writing to an alternative withholding methodor, the Company, or if applicable, any Subsidiary (for purposes of this Section 2925, the term “Company” shall be deemed to include any applicable Subsidiary) ), shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federalFederal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion and prior to the date of conversion, require the Participant receiving shares of Common Stock upon conversion issued under the Plan shall pay to the Company, in accordance with the provisions of Awarded Units to pay the Company this Section 25, the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payment must be made prior to the delivery of any certificate representing, or the registration of such shares in the Participant’s name for, such representing shares of Common Stock, as follows: (i) if the Participant is a Reporting Participant and/or is subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion vesting of Vested UnitsAwarded Shares, then the tax withholding obligation must be satisfied by the Company’s withholding of a number of shares to be delivered upon the conversion vesting of such Vested UnitsAwarded Shares, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment (the “Net Settlement of Shares”), provided that, the Committee Board (excluding the Participant if the Participant is a member of the CommitteeBoard) may, in its sole discretion, instead require the satisfaction of the tax withholding obligation in accordance with (ii)(A), (ii)(B) or (ii)(D) below; or (ii) if the Participant is neither a Reporting Participant nor subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion vesting of such Vested UnitsAwarded Shares, then such payment may be made (A) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; (B) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant to the Company of shares of Common Stock, other than Restricted Stock or Common Stock that the Participant has acquired from the Company within six (6) months prior thereto, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding payment; (C) if the Company, in its sole discretion, so consents in writing, by the Net Settlement of Shares; or (D) any combination of (A), (B), or (C). Notwithstanding the foregoing, the The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant or withhold the number Participant. [Remainder of shares to be delivered upon the conversion of the Awarded Units with an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; provided, however, if the Participant is a “specified employee” as defined in § 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six months delay provided for in Section 30 below, the Company shall withhold the number of shares attributable to the employment taxes on the date of the Participant’s Termination of Service and withhold the number of shares attributable to the income taxes on the date which occurs six months following the date of the Participant’s Termination of Service (or, if earlier, the date of death of the Participant)Page Intentionally Left Blank.

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement, includingthe availability, without limitationmethod, any possible and timing for filing an election to include income arising from this Agreement into the Participant's gross income under Section 83(b) of the Code, and the tax consequences of such election. By execution of this Agreement in connection with Section 409A of Agreement, the Code. Unless Participant agrees that if the Participant makes such an election, the Participant shall provide the Company otherwise consents with written notice of such election in writing to an alternative withholding methodaccordance with the regulations promulgated under Code Section 83(b). The Company or, the Company, or if applicable, any Subsidiary (for purposes of this Section 2932, the term “Company” "COMPANY" shall be deemed to include any applicable Subsidiary) ), shall have the right to deduct from all amounts hereunder paid in cash or other form in connection with the Planform, any federalFederal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion and prior to the date of conversiondiscretion, also require the Participant receiving shares of Common Stock upon conversion of Awarded Units issued under the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s 's income arising with respect to this Award. Such payment must payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing, or the registration of such shares in the Participant’s name for, such representing shares of Common Stock, as follows: (i) if the Participant is a Reporting Participant and/or is subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of Vested Units, then the tax withholding obligation must be satisfied by the Company’s withholding of a number of shares to be delivered upon the conversion of such Vested Units, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment (the “Net Settlement of Shares”), provided that, the Committee (excluding the Participant if the Participant is a member of the Committee) may, in its sole discretion, instead require the satisfaction of the tax withholding obligation in accordance with (ii)(A), (ii)(B) or (ii)(D) below; or (ii) if the Participant is neither a Reporting Participant nor subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of such Vested Units, then such . Such payment may be made (Ai) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional sharesshares under (iii) below) the required tax withholding obligations of the Company; (Bii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the exercising Participant to the Company of shares of Common Stock other than (A) Restricted Stock, (B) Callable Shares, or (C) Common Stock that the Participant has not acquired from the Company within six (6) months prior to the date of exercise, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional sharesshares under (iii) below) the required tax withholding payment; (Ciii) if the Company, in its sole discretion, so consents in writing, by the Net Settlement Company's withholding of a number of shares to be delivered upon the exercise of the Stock Option other than shares that will constitute Restricted Stock or Callable Shares, which shares so withheld have an aggregate fair market value that equals (but does not exceed) the required tax withholding payment; or (Div) any combination of (Ai), (Bii), or (Ciii). Notwithstanding the foregoing, the The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant or withhold the number of shares to be delivered upon the conversion of the Awarded Units with an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; provided, however, if the Participant is a “specified employee” as defined in § 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six months delay provided for in Section 30 below, the Company shall withhold the number of shares attributable to the employment taxes on the date of the Participant’s Termination of Service and withhold the number of shares attributable to the income taxes on the date which occurs six months following the date of the Participant’s Termination of Service (or, if earlier, the date of death of the Participant).. *************************

Tax Requirements. The Participant is hereby advised to consult immediately with his or her the Participant’s own tax advisor regarding the tax consequences of this Agreement, includingthe method and timing for filing an election to include this Agreement in income under Section 83(b) of the Code, without limitation, any possible and the tax consequences of such election. By execution of this Agreement Agreement, the Participant agrees that if the Participant makes such an election, the Participant shall provide the Company with written notice of such election in connection accordance with the regulations promulgated under Section 409A 83(b) of the Code. Unless the The Company otherwise consents in writing to an alternative withholding methodor, the Company, or if applicable, any Subsidiary (for purposes of this Section 2924, the term “Company” shall be deemed to include any applicable Subsidiary) ), shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion and prior to the date of conversion, require the Participant receiving shares of Common Stock upon conversion issued under the Plan shall pay to the Company, in accordance with the provisions of Awarded Units to pay the Company this Section 24, the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payment must be made prior to the delivery of any certificate representing, or the registration of such shares in the Participant’s name for, such shares of Common Stock, as follows: (i) if the Participant is a Reporting Participant and/or is subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion vesting of Vested UnitsAwarded Shares, then the tax withholding obligation must be satisfied by the Company’s withholding of a number of shares to be delivered upon the conversion vesting of such Vested UnitsAwarded Shares, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment (the “Net Settlement of Shares”), provided that, the Committee (excluding the Participant if the Participant is a member of the Committee) may, in its sole discretion, instead require the satisfaction of the tax withholding obligation in accordance with (ii)(A), (ii)(B) or (ii)(D) below; or (ii) if the Participant is neither a Reporting Participant nor subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion vesting of such Vested UnitsAwarded Shares, then such payment may be made (A) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; (B) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant to the Company of shares of Common Stock, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding payment; (C) if the Company, in its sole discretion, so consents in writing, by the Net Settlement of Shares; or (D) any combination of (A), (B), or (C). Notwithstanding the foregoing, the The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant or withhold the number of shares to be delivered upon the conversion of the Awarded Units with an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; provided, however, if the Participant is a “specified employee” as defined in § 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six months delay provided for in Section 30 below, the Company shall withhold the number of shares attributable to the employment taxes on the date of the Participant’s Termination of Service and withhold the number of shares attributable to the income taxes on the date which occurs six months following the date of the Participant’s Termination of Service (or, if earlier, the date of death of the Participant).

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement, includingthe availability, without limitationmethod, any possible and timing for filing an election to include income arising from this Agreement into the Participant’s gross income under Section 83(b) of the Code, and the tax consequences of such election. By execution of this Agreement in connection with Section 409A of Agreement, the Code. Unless Participant agrees that if the Participant makes such an election, the Participant shall provide the Company otherwise consents with written notice of such election in writing to an alternative withholding methodaccordance with the regulations promulgated under Code Section 83(b). The Company or, the Company, or if applicable, any Subsidiary (for purposes of this Section 2932, the term “Company” shall be deemed to include any applicable Subsidiary) ), shall have the right to deduct from all amounts hereunder paid in cash or other form in connection with the Planform, any federalFederal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion and prior to the date of conversiondiscretion, also require the Participant receiving shares of Common Stock upon conversion of Awarded Units issued under the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payment must payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing, or the registration of such shares in the Participant’s name for, such representing shares of Common Stock, as follows: (i) if the Participant is a Reporting Participant and/or is subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of Vested Units, then the tax withholding obligation must be satisfied by the Company’s withholding of a number of shares to be delivered upon the conversion of such Vested Units, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment (the “Net Settlement of Shares”), provided that, the Committee (excluding the Participant if the Participant is a member of the Committee) may, in its sole discretion, instead require the satisfaction of the tax withholding obligation in accordance with (ii)(A), (ii)(B) or (ii)(D) below; or (ii) if the Participant is neither a Reporting Participant nor subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of such Vested Units, then such . Such payment may be made (Ai) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional sharesshares under (iii) below) the required tax withholding obligations of the Company; (Bii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the exercising Participant to the Company of shares of Common Stock other Validian Incentive Stock Option Agreement – ▇▇▇▇▇ ▇▇▇▇ - June 15, 2007 than (A) Restricted Stock, (B) Callable Shares, or (C) Common Stock that the Participant has not acquired from the Company within six (6) months prior to the date of exercise, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional sharesshares under (iii) below) the required tax withholding payment; (Ciii) if the Company, in its sole discretion, so consents in writing, by the Net Settlement Company’s withholding of a number of shares to be delivered upon the exercise of the Stock Option other than shares that will constitute Restricted Stock or Callable Shares, which shares so withheld have an aggregate fair market value that equals (but does not exceed) the required tax withholding payment; or (Div) any combination of (Ai), (Bii), or (Ciii). Notwithstanding the foregoing, the The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant or withhold the number of shares to be delivered upon the conversion of the Awarded Units with an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; provided, however, if the Participant is a “specified employee” as defined in § 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six months delay provided for in Section 30 below, the Company shall withhold the number of shares attributable to the employment taxes on the date of the Participant’s Termination of Service and withhold the number of shares attributable to the income taxes on the date which occurs six months following the date of the Participant’s Termination of Service (or, if earlier, the date of death of the Participant).

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement, includingthe availability, without limitationmethod, any possible and timing for filing an election to include income arising from this Agreement into the Participant's gross income under Section 83(b) of the Code, and the tax consequences of such election. By execution of this Agreement in connection with Section 409A of Agreement, the Code. Unless Participant agrees that if the Participant makes such an election, the Participant shall provide the Company otherwise consents with written notice of such election in writing to an alternative withholding methodaccordance with the regulations promulgated under Code Section 83(b). The Company or, the Company, or if applicable, any Subsidiary (for purposes of this Section 2931, the term “Company” "COMPANY" shall be deemed to include any applicable Subsidiary) ), shall have the right to deduct from all amounts hereunder paid in cash or other form in connection with the Planform, any federalFederal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion and prior to the date of conversiondiscretion, also require the Participant receiving shares of Common Stock upon conversion of Awarded Units issued under the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s 's income arising with respect to this Award. Such payment must payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing, or the registration of such shares in the Participant’s name for, such representing shares of Common Stock, as follows: (i) if the Participant is a Reporting Participant and/or is subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of Vested Units, then the tax withholding obligation must be satisfied by the Company’s withholding of a number of shares to be delivered upon the conversion of such Vested Units, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment (the “Net Settlement of Shares”), provided that, the Committee (excluding the Participant if the Participant is a member of the Committee) may, in its sole discretion, instead require the satisfaction of the tax withholding obligation in accordance with (ii)(A), (ii)(B) or (ii)(D) below; or (ii) if the Participant is neither a Reporting Participant nor subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of such Vested Units, then such . Such payment may be made (Ai) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional sharesshares under (iii) below) the required tax withholding obligations of the Company; (Bii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the exercising Participant to the Company of shares of Common Stock other than (A) Restricted Stock, (B) Callable Shares, or (C) Common Stock that the Participant has not acquired from the Company within six (6) months prior to the date of exercise, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional sharesshares under (iii) below) the required tax withholding payment; (Ciii) if the Company, in its sole discretion, so consents in writing, by the Net Settlement Company's withholding of a number of shares to be delivered upon the exercise of the Stock Option other than shares that will constitute Restricted Stock or Callable Shares, which shares so withheld have an aggregate fair market value that equals (but does not exceed) the required tax withholding payment; or (Div) any combination of (Ai), (Bii), or (Ciii). Notwithstanding the foregoing, the The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant or withhold the number of shares to be delivered upon the conversion of the Awarded Units with an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; provided, however, if the Participant is a “specified employee” as defined in § 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six months delay provided for in Section 30 below, the Company shall withhold the number of shares attributable to the employment taxes on the date of the Participant’s Termination of Service and withhold the number of shares attributable to the income taxes on the date which occurs six months following the date of the Participant’s Termination of Service (or, if earlier, the date of death of the Participant).. ********************

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement, including, without limitation, any possible potential tax consequences of this Agreement in connection with to the Participant under Section 409A of the Code. Unless the The Company otherwise consents in writing to an alternative withholding methodor, the Company, or if applicable, any Subsidiary (for purposes of this Section 2928, the term “Company” shall be deemed to include any applicable Subsidiary) ), shall have the right to deduct from all amounts hereunder paid in cash or other form in connection with the Planform, any federalFederal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion and prior to the date of conversiondiscretion, also require the Participant receiving shares of Common Stock upon conversion of Awarded Units issued under the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payment must payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing, or the registration of such shares in the Participant’s name for, such representing shares of Common Stock, as follows: (i) if the Participant is a Reporting Participant and/or is subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of Vested Units, then the tax withholding obligation must be satisfied by the Company’s withholding of a number of shares to be delivered upon the conversion of such Vested Units, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment (the “Net Settlement of Shares”), provided that, the Committee (excluding the Participant if the Participant is a member of the Committee) may, in its sole discretion, instead require the satisfaction of the tax withholding obligation in accordance with (ii)(A), (ii)(B) or (ii)(D) below; or (ii) if the Participant is neither a Reporting Participant nor subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of such Vested Units, then such . Such payment may be made (Ai) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional sharesshares under (iii) below) the required tax withholding obligations of the Company; (Bii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the exercising Participant to the Company of shares of Common Stock other than (A) Restricted Stock, or (B) Common Stock that the Participant has not acquired from the Company within six (6) months prior to the date of exercise, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional sharesshares under (iii) below) the required tax withholding payment; (Ciii) if the Company, in its sole discretion, so consents in writing, by the Net Settlement Company’s withholding of Sharesa number of shares to be delivered upon the exercise of the Stock Option other than shares that will constitute Restricted Stock, which shares so withheld have an aggregate fair market value that equals (but does not exceed) the required tax withholding payment; or (Div) any combination of (Ai), (Bii), or (Ciii). Notwithstanding the foregoing, the The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant or withhold the number of shares to be delivered upon the conversion of the Awarded Units with an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; provided, however, if the Participant is a “specified employee” as defined in § 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six months delay provided for in Section 30 below, the Company shall withhold the number of shares attributable to the employment taxes on the date of the Participant’s Termination of Service and withhold the number of shares attributable to the income taxes on the date which occurs six months following the date of the Participant’s Termination of Service (or, if earlier, the date of death of the Participant).

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement, includingthe availability, without limitationmethod, any possible and timing for filing an election to include income arising from this Agreement into the Participant’s gross income under Section 83(b) of the Code, and the tax consequences of such election. By execution of this Agreement in connection with Section 409A of Agreement, the Code. Unless Participant agrees that if the Participant makes such an election, the Participant shall provide the Company otherwise consents with written notice of such election in writing to an alternative withholding methodaccordance with the regulations promulgated under Code Section 83(b). The Company or, the Company, or if applicable, any Subsidiary (for purposes of this Section 2932, the term “Company” shall be deemed to include any applicable Subsidiary) ), shall have the right to deduct from all amounts hereunder paid in cash or other form in connection with the Planform, any federalFederal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion and prior to the date of conversiondiscretion, also require the Participant receiving shares of Common Stock upon conversion of Awarded Units issued under the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payment must payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing, or the registration of such shares in the Participant’s name for, such representing shares of Common Stock, as follows: (i) if the Participant is a Reporting Participant and/or is subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of Vested Units, then the tax withholding obligation must be satisfied by the Company’s withholding of a number of shares to be delivered upon the conversion of such Vested Units, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment (the “Net Settlement of Shares”), provided that, the Committee (excluding the Participant if the Participant is a member of the Committee) may, in its sole discretion, instead require the satisfaction of the tax withholding obligation in accordance with (ii)(A), (ii)(B) or (ii)(D) below; or (ii) if the Participant is neither a Reporting Participant nor subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of such Vested Units, then such . Such payment may be made (Ai) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional sharesshares under (iii) below) the required tax withholding obligations of the Company; (Bii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the exercising Participant to the Company of shares of Common Stock other than (A) Restricted Stock, (B) Callable Shares, or (C) Common Stock that the Participant has not acquired Validian Incentive Stock Option Agreement – ▇▇▇ ▇▇▇▇ - June 15, 2007 from the Company within six (6) months prior to the date of exercise, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional sharesshares under (iii) below) the required tax withholding payment; (Ciii) if the Company, in its sole discretion, so consents in writing, by the Net Settlement Company’s withholding of a number of shares to be delivered upon the exercise of the Stock Option other than shares that will constitute Restricted Stock or Callable Shares, which shares so withheld have an aggregate fair market value that equals (but does not exceed) the required tax withholding payment; or (Div) any combination of (Ai), (Bii), or (Ciii). Notwithstanding the foregoing, the The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant or withhold the number of shares to be delivered upon the conversion of the Awarded Units with an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; provided, however, if the Participant is a “specified employee” as defined in § 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six months delay provided for in Section 30 below, the Company shall withhold the number of shares attributable to the employment taxes on the date of the Participant’s Termination of Service and withhold the number of shares attributable to the income taxes on the date which occurs six months following the date of the Participant’s Termination of Service (or, if earlier, the date of death of the Participant).

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement, includingthe method and timing for filing an election to include this Agreement in income under Section 83(b) of the Code, without limitation, any possible and the tax consequences of such election. By execution of this Agreement Agreement, the Participant agrees that if the Participant makes such an election, the Participant shall provide the Company with written notice of such election in connection accordance with the regulations promulgated under Section 409A 83(b) of the Code. Unless the The Company otherwise consents in writing to an alternative withholding methodor, the Company, or if applicable, any Subsidiary (for purposes of this Section 2925, the term “Company” shall be deemed to include any applicable Subsidiary) ), shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federalFederal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion and prior to the date of conversion, require the Participant receiving shares of Common Stock upon conversion issued under the Plan shall pay to the Company, in accordance with the provisions of Awarded Units to pay the Company this Section 25, the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payment must be made prior to the delivery of any certificate representing, or the registration of such shares in the Participant’s name for, such representing shares of Common Stock, as follows: (i) if the Participant is a Reporting Participant and/or is subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion vesting of Vested UnitsAwarded Shares, then the tax withholding obligation must be satisfied by the Company’s withholding of a number of shares to be delivered upon the conversion vesting of such Vested UnitsAwarded Shares, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment (the “Net Settlement of Shares”), provided that, the Committee Board (excluding the Participant if the Participant is a member of the CommitteeBoard) may, in its sole discretion, instead require the satisfaction of the tax withholding obligation in accordance with (ii)(A), (ii)(B) or (ii)(D) below; or (ii) if the Participant is neither a Reporting Participant nor subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion vesting of such Vested UnitsAwarded Shares, then such payment may be made (A) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; (B) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant to the Company of shares of Common Stock, other than Restricted Stock or Common Stock that the Participant has acquired from the Company within six (6) months prior thereto, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding payment; (C) if the Company, in its sole discretion, so consents in writing, by the Net Settlement of Shares; or (D) any combination of (A), (B), or (C). Notwithstanding the foregoing, the The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant or withhold the number of shares to be delivered upon the conversion of the Awarded Units with an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; provided, however, if the Participant is a “specified employee” as defined in § 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six months delay provided for in Section 30 below, the Company shall withhold the number of shares attributable to the employment taxes on the date of the Participant’s Termination of Service and withhold the number of shares attributable to the income taxes on the date which occurs six months following the date of the Participant’s Termination of Service (or, if earlier, the date of death of the Participant).

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement, includingthe availability, without limitationmethod, any possible and timing for filing an election to include income arising from this Agreement into the Participant's gross income under Section 83(b) of the Code, and the tax consequences of such election. By execution of this Agreement in connection with Section 409A of Agreement, the Code. Unless Participant agrees that if the Participant makes such an election, the Participant shall provide the Company otherwise consents with written notice of such election in writing to an alternative withholding methodaccordance with the regulations promulgated under Code Section 83(b). The Company or, the Company, or if applicable, any Subsidiary (for purposes of this Section 2932, the term “Company” "COMPANY" shall be deemed to include any applicable Subsidiary) ), shall have the right to deduct from all amounts hereunder paid in cash or other form in connection with the Planform, any federalFederal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion and prior to the date of conversiondiscretion, also require the Participant receiving shares of Common Stock upon conversion of Awarded Units issued under the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s 's income arising with respect to this Award. Such payment must payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing, or the registration of such shares in the Participant’s name for, such representing shares of Common Stock, as follows: (i) if the Participant is a Reporting Participant and/or is subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of Vested Units, then the tax withholding obligation must be satisfied by the Company’s withholding of a number of shares to be delivered upon the conversion of such Vested Units, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment (the “Net Settlement of Shares”), provided that, the Committee (excluding the Participant if the Participant is a member of the Committee) may, in its sole discretion, instead require the satisfaction of the tax withholding obligation in accordance with (ii)(A), (ii)(B) or (ii)(D) below; or (ii) if the Participant is neither a Reporting Participant nor subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of such Vested Units, then such . Such payment may be made (Ai) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional sharesshares under (iii) below) the required tax withholding obligations of the Company; (Bii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the exercising Participant to the Company of shares of Common Stock other than (A) Restricted Stock, (B) Callable Shares, or (C) Common Stock that the Participant has not acquired from the Company within six (6) months prior to the date of exercise, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional sharesshares under (iii) below) the required tax withholding payment; (Ciii) if the Company, in its sole discretion, so consents in writing, by the Net Settlement Company's withholding of a number of shares to be delivered upon the exercise of the Stock Option other than shares that will constitute Restricted Stock or Callable Shares, which shares so withheld have an aggregate fair market value that equals (but does not exceed) the required tax withholding payment; or (Div) any combination of (Ai), (Bii), or (Ciii). Notwithstanding the foregoing, the The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant or withhold the number of shares to be delivered upon the conversion of the Awarded Units with an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; provided, however, if the Participant is a “specified employee” as defined in § 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six months delay provided for in Section 30 below, the Company shall withhold the number of shares attributable to the employment taxes on the date of the Participant’s Termination of Service and withhold the number of shares attributable to the income taxes on the date which occurs six months following the date of the Participant’s Termination of Service (or, if earlier, the date of death of the Participant).. ***********************

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement, includingthe availability method, without limitationand timing for filing an election to include income arising from this Agreement into the Participant’s gross income under Section 83(b) of the Code, any possible and the tax consequences of such election. By execution of this Agreement in connection with Section 409A of Agreement, the Code. Unless Participant agrees that if the Participant makes such an election, the Participant shall provide the Company otherwise consents with written notice of such election in writing to an alternative withholding methodaccordance with the regulations promulgated under Code Section 83(b). The Company or, the Company, or if applicable, any Subsidiary (for purposes of this Section 2933, the term “Company” shall be deemed to include any applicable Subsidiary) ), shall have the right to deduct from all amounts hereunder paid in cash or other form in connection with the Planform, any federalFederal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion and prior to the date of conversiondiscretion, also require the Participant receiving shares of Common Stock upon conversion of Awarded Units issued under the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payment must payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing, or the registration of such shares in the Participant’s name for, such representing shares of Common Stock, as follows: (i) if the Participant is a Reporting Participant and/or is subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of Vested Units, then the tax withholding obligation must be satisfied by the Company’s withholding of a number of shares to be delivered upon the conversion of such Vested Units, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment (the “Net Settlement of Shares”), provided that, the Committee (excluding the Participant if the Participant is a member of the Committee) may, in its sole discretion, instead require the satisfaction of the tax withholding obligation in accordance with (ii)(A), (ii)(B) or (ii)(D) below; or (ii) if the Participant is neither a Reporting Participant nor subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of such Vested Units, then such . Such payment may be made (Ai) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional sharesshares under (iii) below) the required tax withholding obligations of the Company; (Bii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the exercising Participant to the Company of shares of Common StockStock that the Participant has not acquired from the Company within six (6) months prior to the date of exercise, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional sharesshares under (iii) below) the required tax withholding payment; (Ciii) if the Company, in its sole discretion, so consents in writing, by the Net Settlement Company’s withholding of Sharesa number of shares to be delivered upon the exercise of the Stock Option, which shares so withheld have an aggregate fair market value that equals (but does not exceed) the required tax withholding payment; or (Div) any combination of (Ai), (Bii), or (Ciii). Notwithstanding the foregoing, the The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant or withhold the number of shares to be delivered upon the conversion of the Awarded Units with an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; provided, however, if the Participant is a “specified employee” as defined in § 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six months delay provided for in Section 30 below, the Company shall withhold the number of shares attributable to the employment taxes on the date of the Participant’s Termination of Service and withhold the number of shares attributable to the income taxes on the date which occurs six months following the date of the Participant’s Termination of Service (or, if earlier, the date of death of the Participant).

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement, includingthe method and timing for filing an election to include this Agreement in income under Section 83(b) of the Code, without limitation, any possible and the tax consequences of such election. By execution of this Agreement Agreement, the Participant agrees that if the Participant makes such an election, the Participant shall provide the Company with written notice of such election in connection accordance with the regulations promulgated under Section 409A 83(b) of the Code. Unless the The Company otherwise consents in writing to an alternative withholding methodor, the Company, or if applicable, any Subsidiary (for purposes of this Section 2924, the term “Company” shall be deemed to include any applicable Subsidiary) ), shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion and prior to the date of conversion, require the Participant receiving shares of Common Stock upon conversion issued under the Plan shall pay to the Company, in accordance with the provisions of Awarded Units to pay the Company this Section 24, the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payment must be made prior to the delivery of any certificate representing, or the registration of such shares in the Participant’s name for, such shares of Common Stock, as follows: (i) if the Participant is a Reporting Participant and/or is subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion vesting of Vested UnitsAwarded Shares, then the tax withholding obligation must be satisfied by the Company’s withholding of a number of shares to be delivered upon the conversion vesting of such Vested UnitsAwarded Shares, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment (the “Net Settlement of Shares”), provided that, the Committee (excluding the Participant if the Participant is a member of the Committee) may, in its sole discretion, instead require the satisfaction of the tax withholding obligation in accordance with (ii)(A), (ii)(B) or (ii)(D) below; or (ii) if the Participant is neither a Reporting Participant nor subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion vesting of such Vested UnitsAwarded Shares, then such payment may be made (A) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; (B) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant to the Company of shares of Common Stock, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding payment; (C) if the Company, in its sole discretion, so consents in writing, by the Net Settlement of Shares; or (D) any combination of (A), (B), or (C). Notwithstanding the foregoing, the The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant or withhold the number Participant. [Remainder of shares to be delivered upon the conversion of the Awarded Units with an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; provided, however, if the Participant is a “specified employee” as defined in § 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six months delay provided for in Section 30 below, the Company shall withhold the number of shares attributable to the employment taxes on the date of the Participant’s Termination of Service and withhold the number of shares attributable to the income taxes on the date which occurs six months following the date of the Participant’s Termination of Service (or, if earlier, the date of death of the Participant)Page Intentionally Left Blank.

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement, includingthe method and timing for filing an election to include this Agreement in income under Section 83(b) of the Code, without limitation, any possible and the tax consequences of such election. By execution of this Agreement Agreement, the Participant agrees that if the Participant makes such an election, the Participant shall provide the Company with written notice of such election in connection accordance with the regulations promulgated under Section 409A 83(b) of the Code. Unless the The Company otherwise consents in writing to an alternative withholding methodor, the Company, or if applicable, any Subsidiary (for purposes of this Section 2925, the term “Company” shall be deemed to include any applicable Subsidiary) ), shall have the right to deduct from all amounts paid or payable to the Participant in cash or other form in connection with the Plan, any federalFederal, state, local, or other taxes required permitted by law to be withheld in connection with this Award. The Company may, in its sole discretion and prior to the date of conversiondiscretion, also require the Participant receiving shares of Common Stock upon conversion of Awarded Units issued under the Plan to pay the Company the amount of any taxes that the Company is required permitted to withhold in connection with the Participant’s income arising with respect to this Award. Such payment must payments shall be required to be made when requested by Company and may be required to be made prior to the delivery of any certificate representing, or the registration of such shares in the Participant’s name for, such representing shares of Common Stock, as follows: (i) if the Participant is a Reporting Participant and/or is subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of Vested Units, then the tax withholding obligation must be satisfied by the Company’s withholding of a number of shares to be delivered upon the conversion of such Vested Units, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment (the “Net Settlement of Shares”), provided that, the Committee (excluding the Participant if the Participant is a member of the Committee) may, in its sole discretion, instead require the satisfaction of the tax withholding obligation in accordance with (ii)(A), (ii)(B) or (ii)(D) below; or (ii) if the Participant is neither a Reporting Participant nor subject to the preclearance requirements of the Company’s “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy” at the time of conversion of such Vested Units, then such . Such payment may be made (Ai) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional sharesshares under (iii) below) the required applicable tax withholding obligations of the Company; (Bii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant to the Company of shares of Common StockStock that the Participant has not acquired from the Company within six (6) months prior thereto, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional sharesshares under (iii) below) the required applicable tax withholding payment; (Ciii) if the Company’s withholding of a number of shares to be delivered upon the vesting of this Award, in its sole discretion, which shares so consents in writing, by withheld have an aggregate Fair Market Value that equals (but does not exceed) the Net Settlement of Sharesapplicable tax withholding payment; or (Div) any combination of (Ai), (Bii), or (C)iii) or any other method consented to by the Company in writing. Notwithstanding the foregoing, the The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant or withhold the number of shares to be delivered upon the conversion of the Awarded Units with an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; provided, however, if the Participant is a “specified employee” as defined in § 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six months delay provided for in Section 30 below, the Company shall withhold the number of shares attributable to the employment taxes on the date of the Participant’s Termination of Service and withhold the number of shares attributable to the income taxes on the date which occurs six months following the date of the Participant’s Termination of Service (or, if earlier, the date of death of the Participant).