Common use of Tax Withholding; Conditions to Issuance of Certificates Clause in Contracts

Tax Withholding; Conditions to Issuance of Certificates. Notwithstanding any other provision of this Agreement: (i) The Participant is ultimately liable and responsible for all taxes owed in connection with the Restricted Stock, regardless of any action the Company or any of its Subsidiaries takes with respect to any tax withholding obligations that arise in connection with the Restricted Stock. Neither the Company nor any of its Subsidiaries makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding or vesting of the Restricted Stock or the subsequent sale of shares. The Company and its Subsidiaries do not commit and are under no obligation to structure the Restricted Stock to reduce or eliminate the Participant’s tax liability. (ii) Prior to any tax withholding becoming due, the Participant must make arrangements satisfactory to the Committee to satisfy such withholding and must satisfy such tax withholdings when due. The Company (or the employing Subsidiary) may withhold a portion of the shares of Restricted Stock that have an aggregate Fair Market Value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to withheld by the Company or the employing Subsidiary with respect to the shares. Notwithstanding any contrary provision of this Agreement, no vested Shares will be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Participant with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Participant, cash having a value sufficient to satisfy any tax withholding obligations that cannot be satisfied by the withholding of otherwise deliverable Shares. (iii) The Company shall not be required to issue or deliver any certificate or certificates for any Shares prior to the fulfillment of all of the following conditions: (A) the admission of the Shares to listing on all stock exchanges on which such Shares are then listed, (B) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or other governmental regulatory body, which the Committee shall, in its sole and absolute discretion, deem necessary and advisable, (C) the obtaining of any approval or other clearance from any state or federal governmental agency that the Committee shall, in its absolute discretion, determine to be necessary or advisable and (D) the lapse of any such reasonable period of time following the date the Restrictions lapse or are removed as the Committee may from time to time establish for reasons of administrative convenience.

Tax Withholding; Conditions to Issuance of Certificates. Notwithstanding any other provision of this Agreement: (i) The Participant is ultimately liable and responsible for all taxes owed in connection with the Restricted Stock, regardless of any action the Company or any of its Subsidiaries subsidiaries takes with respect to any tax withholding obligations that arise in connection with the Restricted Stock. Neither the Company nor any of its Subsidiaries subsidiaries makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding or vesting of the Restricted Stock or the subsequent sale of shares. The Company and its Subsidiaries subsidiaries do not commit and are under no obligation to structure the Restricted Stock to reduce or eliminate the Participant’s tax liability. (ii) Prior to any tax withholding becoming due, the Participant must make arrangements satisfactory acceptable to the Committee Administrator to satisfy such withholding and must satisfy such tax withholdings when due. The To the extent permitted by the Administrator, the Company (or the employing Subsidiarysubsidiary) may will withhold a portion of the shares of Restricted Stock that have an aggregate Fair Market Value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary subsidiary with respect to the shares. Notwithstanding any contrary provision of this Agreement, no vested Shares will be issued released from the Company unless and until satisfactory arrangements (as determined by the CommitteeAdministrator) will have been made by the Participant with respect to the payment of any income and other taxes which the Company determines must be withheld or collected as of the vesting date with respect to such Shares. In addition and to the maximum extent permitted by lawApplicable Law, and to the extent other satisfactory arrangements are not made by the Participant, the Company (or the employing Subsidiarysubsidiary) has the right to retain without notice from salary or other amounts payable to the Participant, cash having a value sufficient to satisfy any tax withholding obligations that cannot be satisfied by the withholding of otherwise deliverable SharesShares and any other arrangements made by the Participant. (iii) The Company shall not be required to issue or deliver any certificate or certificates for any Shares prior to the fulfillment of all of the following conditions: (A) the admission of the Shares to listing on all stock exchanges on which such Shares are then listed, (B) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or other governmental regulatory body, which the Committee shall, in its sole and absolute discretion, deem necessary and advisable, (C) the obtaining of any approval or other clearance from any state or federal governmental agency that the Committee shall, in its absolute discretion, determine to be necessary or advisable and (D) the lapse of any such reasonable period of time following the date the Restrictions lapse or are removed as the Committee may from time to time establish for reasons of administrative convenience.

Tax Withholding; Conditions to Issuance of Certificates. Notwithstanding any other provision of this Agreement: (i) The No Shares shall be issued or delivered to Participant is ultimately liable or his legal representative unless and responsible for all taxes owed in connection with the Restricted Stock, regardless of any action until Participant or his legal representative shall have paid to the Company the full amount of all federal and state withholding or other taxes applicable to the taxable income of Participant resulting from the grant of Shares or the lapse or removal of the Restrictions or otherwise pursuant to this Agreement (which payment may be made in cash, by deduction from other compensation payable to Participant or in any form of consideration permitted by the Plan). As provided in Section 17 of the Plan, the Administrator may in its Subsidiaries takes discretion and in satisfaction of the foregoing requirement allow the return of shares of Common Stock having a Fair Market Value equal to the sums required to be withheld. Notwithstanding any other provision of the Plan, the number of shares of Common Stock which may be returned or withheld with respect to any tax withholding obligations that arise in connection with the Restricted Stock. Neither the Company nor any of its Subsidiaries makes any representation issuance, vesting, exercise or undertaking regarding the treatment payment of any tax withholding Award in connection with the awarding or vesting of the Restricted Stock or the subsequent sale of shares. The Company and its Subsidiaries do not commit and are under no obligation order to structure the Restricted Stock to reduce or eliminate satisfy the Participant’s federal and state income and payroll tax liabilityliabilities with respect to the issuance, vesting, exercise or payment of the Award shall be limited to the number of shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal and state tax income and payroll tax purposes that are applicable to such supplemental taxable income. (ii) Prior to any tax withholding becoming due, the Participant must make arrangements satisfactory to the Committee to satisfy such withholding and must satisfy such tax withholdings when due. The Company (or the employing Subsidiary) may withhold a portion of the shares of Restricted Stock that have an aggregate Fair Market Value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to withheld by the Company or the employing Subsidiary with respect to the shares. Notwithstanding any contrary provision of this Agreement, no vested Shares will be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Participant with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Participant, cash having a value sufficient to satisfy any tax withholding obligations that cannot be satisfied by the withholding of otherwise deliverable Shares. (iii) The Company shall not be required to issue or deliver any certificate or certificates for any Shares prior to the fulfillment of all of the following conditions: (A) the admission of the Shares to listing on all stock exchanges on which such Shares are Stock is then listed, (B) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or other governmental regulatory body, which the Committee Administrator shall, in its sole and absolute discretion, deem necessary and advisable, (C) the obtaining of any approval or other clearance from any state or federal governmental agency that the Committee Administrator shall, in its absolute discretion, determine to be necessary or advisable and (D) the lapse of any such reasonable period of time following the date the Restrictions lapse or are removed as the Committee Administrator may from time to time establish for reasons of administrative convenience.

Tax Withholding; Conditions to Issuance of Certificates. Notwithstanding any other provision of this Deferred Stock Agreement: (ia) The Participant is ultimately liable and responsible for all taxes owed in connection with Any tax consequences arising from the Restricted Stock, regardless of any action the Company vesting or any of its Subsidiaries takes with respect to any tax withholding obligations that arise in connection with the Restricted Stock. Neither the Company nor any of its Subsidiaries makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding or vesting distribution of the Restricted Deferred Stock or otherwise pursuant to this Deferred Stock Agreement shall be borne solely by the subsequent sale of sharesParticipant. The Company and/or its Parent or Subsidiary shall be entitled to withhold taxes (if required) according to the requirements under applicable laws, rules and regulations, including withholding taxes at source. The provisions of paragraph (b) below shall set out what will occur if the Company and/or its Subsidiaries do not commit and Parent or Subsidiary are under no obligation required by applicable laws to structure the Restricted Stock to reduce make a deduction or eliminate the Participant’s tax liability. (ii) Prior to any tax withholding becoming duewithholding. Furthermore, the Participant must make arrangements satisfactory shall agree to indemnify the Company and/or its Parent or Subsidiary and hold them harmless against and from any and all liability for any such tax or other payment or interest or penalty thereon, including without limitation, liabilities relating to the Committee necessity to satisfy such withholding and must satisfy withhold, or to have withheld, any such tax withholdings when due. The from any payment made to the Participant (b) No Shares shall be issued or delivered to Participant or his or her legal representative unless and until Participant or his or her legal representative shall have paid to the Company (or the employing Subsidiary) may withhold a portion full amount of the shares of Restricted Stock that have an aggregate Fair Market Value sufficient to pay the minimum all federal, state and local income, employment and any other applicable taxes required to withheld by the Company foreign withholding or the employing Subsidiary with respect to the shares. Notwithstanding any contrary provision of this Agreement, no vested Shares will be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Participant with respect to the payment of any income and other taxes which the Company determines must and/or its Parent or Subsidiary are required by applicable law to account to any tax authority resulting from the vesting or distribution of the Deferred Stock or otherwise pursuant to this Deferred Stock Agreement (which payment may be made in cash, by deduction from other compensation payable to Participant or in any form of consideration permitted by the Plan). As provided in Section 17 of the Plan, the Administrator may in its discretion and in satisfaction of the foregoing requirement allow the return or withholding of shares of Common Stock held by the Participant or otherwise issuable pursuant to this Deferred Stock Agreement having a Fair Market Value equal to the sums required to be withheld. Notwithstanding any other provision of the Plan, the number of shares of Common Stock which may be returned or withheld or collected with respect to such Shares. In addition the vesting or payment of the Award in order to satisfy the Participant’s federal, state and foreign income and payroll tax liabilities with respect to the maximum extent permitted by lawissuance, vesting, exercise or payment of the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable Award shall be limited to the Participantnumber of shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, cash having a value sufficient state and foreign tax income and payroll tax purposes that are applicable to satisfy any tax withholding obligations that cannot be satisfied by the withholding of otherwise deliverable Sharessuch supplemental taxable income. (iiic) The Company shall not be required to issue or deliver any certificate or certificates for any Shares prior to the fulfillment of all of the following conditions: (Ai) the admission of the Shares to listing on all stock exchanges on which such Shares are then listed, (Bii) the completion of any registration or other qualification of the Shares under any state state, federal or federal foreign law or under rulings or regulations of the U.S. Securities and Exchange Commission or other governmental regulatory body, which the Committee Administrator shall, in its sole and absolute discretion, deem necessary and advisable, (Ciii) the obtaining of any approval or other clearance from any state state, federal or federal foreign governmental agency that the Committee Administrator shall, in its absolute discretion, determine to be necessary or advisable and (Div) the lapse of any such reasonable period of time following the date the Restrictions lapse or are removed Deferred Stock vests as the Committee Administrator may from time to time establish for reasons of administrative convenience.

Tax Withholding; Conditions to Issuance of Certificates. Notwithstanding any other provision of this Agreement:Agreement (including without limitation Section 2.1(b)): (i) The Participant is ultimately liable Company shall have the authority and responsible for all taxes owed in connection with the Restricted Stockright to deduct or withhold, regardless of any action the Company or any of its Subsidiaries takes with respect to any tax withholding obligations that arise in connection with the Restricted Stock. Neither the Company nor any of its Subsidiaries makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding or vesting of the Restricted Stock or the subsequent sale of shares. The Company and its Subsidiaries do not commit and are under no obligation to structure the Restricted Stock to reduce or eliminate the Participant’s tax liability. (ii) Prior to any tax withholding becoming due, require the Participant must make arrangements satisfactory to remit to the Committee Company, an amount sufficient to satisfy such withholding and must satisfy such tax withholdings when due. The Company (or the employing Subsidiary) may withhold a portion of the shares of Restricted Stock that have an aggregate Fair Market Value sufficient to pay the minimum all applicable federal, state and local incometaxes, employment and any other applicable taxes if any, required by law to be withheld by the Company or the employing Subsidiary with respect to any taxable event arising in connection with the sharesAward. Without limiting the generality of Section 15.3 of the Plan, the Participant may, in satisfaction of the foregoing requirement, elect to have the Company withhold or cause to be withheld shares of Stock otherwise issuable or vesting in respect of the Award having a Fair Market Value equal to the sums required to be withheld. Notwithstanding any contrary other provision of the Plan or this Agreement, the number of shares of Stock which may be so withheld shall be limited to the number of shares of Stock which have a Fair Market Value on the date of withholding equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for income and payroll tax purposes that are applicable to such supplemental taxable income. No Shares shall be recorded in the name of the Participant in the books and records of the Company's transfer agent and no vested Shares will new certificate shall be issued delivered to the Participant or his legal representative unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Participant with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to his legal representative shall have satisfied all such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Participant, cash having a value sufficient to satisfy any tax withholding obligations that cannot be satisfied by the withholding of otherwise deliverable Sharesobligations. (iiiii) The Company shall not be required to record any Shares in the name of the Participant in the books and records of the Company's transfer agent or issue or deliver any certificate or certificates for any Shares prior to the fulfillment of all of the following conditions: (A) the admission of the Shares to listing on all stock exchanges on which such Shares are the Company's Common Stock is then listed, (B) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or other governmental regulatory body, which the Committee shall, in its sole and absolute discretion, deem necessary and advisable, (C) the obtaining of any approval or other clearance from any state or federal governmental agency that the Committee shall, in its absolute discretion, determine to be necessary or advisable and (D) the lapse of any such reasonable period of time following the date the Restrictions lapse or are removed as the Committee may from time to time establish for reasons of administrative convenience. In the event that any such recording or delivery is delayed because the Company reasonably determines that such recording or delivery will violate Federal securities laws or other applicable law, such recording or delivery shall be made at the earliest date at which the Company reasonably determines that such recording or delivery will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii).

Tax Withholding; Conditions to Issuance of Certificates. Notwithstanding any other provision of this Agreement: (i) The Participant is ultimately liable and responsible for all taxes owed in connection with the Restricted Stock, regardless of any action the Company or any of its Subsidiaries subsidiaries takes with respect to any tax withholding obligations that arise in connection with the Restricted Stock. Neither the Company nor any of its Subsidiaries subsidiaries makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding or vesting of the Restricted Stock or the subsequent sale of shares. The Company and its Subsidiaries subsidiaries do not commit and are under no obligation to structure the Restricted Stock to reduce or eliminate the Participant’s tax liability. (ii) Prior to any tax withholding becoming due, the Participant must shall make arrangements satisfactory to the Committee to satisfy such withholding and must satisfy such tax withholdings when due. The To the extent agreed upon by the Board and the Participant, the Company (or the employing Subsidiarysubsidiary) may withhold a portion of the shares of Restricted Stock that have an aggregate Fair Market Value fair market value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to withheld by the Company or the employing Subsidiary subsidiary with respect to the sharesshares (or such other amount as determined by the Board that will not result in any adverse accounting consequences). Notwithstanding any contrary provision of this Agreement, no vested Shares will be issued released from the Company unless and until satisfactory arrangements (as determined by the CommitteeBoard) will have been made by the Participant with respect to the payment of any income and other taxes which the Company determines must be withheld or collected as of the vesting date with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Participant, cash having a value sufficient to satisfy any tax withholding obligations that cannot be satisfied by the withholding of otherwise deliverable Shares. (iii) The Company shall not be required to issue or deliver any certificate or certificates for any Shares prior to the fulfillment of all of the following conditions: (A) the admission of the Shares to listing on all stock exchanges on which such Shares are then listed, (B) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or other governmental regulatory body, which the Committee shall, in its sole and absolute discretion, deem necessary and advisable, (C) the obtaining of any approval or other clearance from any state or federal governmental agency that the Committee shall, in its absolute discretion, determine to be necessary or advisable and (D) the lapse of any such reasonable period of time following the date the Restrictions lapse or are removed as the Committee may from time to time establish for reasons of administrative convenience.

Tax Withholding; Conditions to Issuance of Certificates. Notwithstanding any other provision of this Agreement: (ia) The Participant is ultimately liable and responsible for all taxes owed in connection with Any tax consequences arising from the Restricted Stock, regardless of any action the Company vesting or any of its Subsidiaries takes with respect to any tax withholding obligations that arise in connection with the Restricted Stock. Neither the Company nor any of its Subsidiaries makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding or vesting distribution of the Restricted Deferred Stock or otherwise pursuant to this Agreement shall be borne solely by the subsequent sale of sharesParticipant (including, without limitation, the Participant’s social security and national health insurance payments, if applicable). The Company and/or its Parent or Subsidiary and/or the Trustee shall be entitled to withhold taxes (if required) according to the requirements under applicable laws, rules and regulations, including withholding taxes at source. The provisions of paragraph (b) below shall set out what will occur if the Company and/or its Subsidiaries do not commit and Parent and/or Subsidiary and/or the Trustee are under no obligation required by applicable laws to structure the Restricted Stock to reduce make a deduction or eliminate the Participant’s tax liability. (ii) Prior to any tax withholding becoming duewithholding. Furthermore, the Participant must make arrangements satisfactory shall agree to indemnify the Company and/or its Parent and/or Subsidiary and/or the Trustee and hold them harmless against and from any and all liability for any such tax or other payment or interest or penalty thereon, including without limitation, liabilities relating to the Committee necessity to satisfy such withholding and must satisfy withhold, or to have withheld, any such tax withholdings when due. The Company from any payment made to the Participant (b) No Shares shall be issued or delivered to the employing Subsidiary) may withhold a portion Trustee on behalf of the shares of Restricted Stock that have an aggregate Fair Market Value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to withheld by the Company Participant or the employing Subsidiary with respect to the shares. Notwithstanding any contrary provision of this Agreement, no vested Shares will be issued his legal representative unless and until satisfactory arrangements (as determined by the Committee) will Participant or his legal representative shall have been made by the Participant with respect paid to the payment Company and/or, when applicable, the Trustee the full amount of any income and all withholding or other taxes which the Company determines must and/or its Parent and/or Subsidiary and/or Trustee are required by any applicable law to account to any tax authority resulting from the vesting or distribution of the Deferred Stock or otherwise pursuant to this Agreement (which payment may be made in cash, by deduction from other compensation payable to Participant or in any form of consideration permitted by the Plan). As provided in Section 17 of the Plan, the Administrator may in its discretion and in satisfaction of the foregoing requirement allow the return or withholding of shares of Common Stock otherwise issuable pursuant to this Agreement having a Fair Market Value equal to the sums required to be withheld. Notwithstanding any other provision of the Plan, the number of shares of Common Stock which may be returned or withheld or collected with respect to such Shares. In addition the vesting or payment of the Award in order to satisfy the Participant’s income and payroll tax liabilities with respect to the maximum extent permitted by lawissuance, vesting, exercise or payment of the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable Award shall be limited to the Participant, cash having number of shares which have a value sufficient Fair Market Value on the date of withholding or repurchase equal to satisfy the aggregate amount of such liabilities based on the minimum statutory withholding rates for any tax withholding obligations income and payroll tax purposes that cannot be satisfied by the withholding of otherwise deliverable Sharesare applicable to such supplemental taxable income. (iiic) The Company shall not be required to issue or deliver any certificate or certificates for any Shares prior to the fulfillment of all of the following conditions: (A) the admission of the Shares to listing on all stock exchanges on which such Shares are then listed, (B) the completion of any registration or other qualification of the Shares under any state state, federal or federal foreign law or under rulings or regulations of the U.S. Securities and Exchange Commission or other governmental regulatory body, which the Committee Administrator shall, in its sole and absolute discretion, deem necessary and advisable, (C) the obtaining of any approval or other clearance from any state state, federal or federal foreign governmental agency that the Committee Administrator shall, in its absolute discretion, determine to be necessary or advisable and (D) the lapse of any such reasonable period of time following the date the Restrictions lapse or are removed Deferred Stock vests as the Committee Administrator may from time to time establish for reasons of administrative convenience.

Tax Withholding; Conditions to Issuance of Certificates. Notwithstanding any other provision of this Agreement:Agreement (including without limitation Section 2.3): (ia) The Participant is ultimately liable and responsible for all taxes owed in connection with the Restricted StockPerformance Shares, regardless of any action the Company or any of its Subsidiaries takes with respect to any tax withholding obligations that arise in connection with the Restricted StockPerformance Shares. Neither the Company nor any of its Subsidiaries makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding or vesting of the Restricted Stock Performance Shares or the subsequent sale of sharesShares. The Company and its Subsidiaries do not commit and are under no obligation to structure the Restricted Stock Performance Shares to reduce or eliminate the Participant’s tax liability. (iib) Prior to any tax withholding becoming due, the Participant must make arrangements satisfactory to the Committee to satisfy such withholding and must satisfy such tax withholdings when due. The To the extent permitted by the Committee, the Company (or the employing Subsidiary) ), in its discretion, may withhold a portion of the shares of Restricted Stock Shares issuable from the Performance Shares that have an aggregate Fair Market Value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the sharesPerformance Shares and the Shares issued therefrom. Notwithstanding any contrary provision of this Agreement, no vested Shares will be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Participant with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such SharesPerformance Shares and the Shares issued therefrom. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has shall have the right to retain without notice from salary or other amounts payable to the Participant, cash having a value sufficient to satisfy any tax withholding obligations that cannot be satisfied by arising with respect to the withholding of otherwise deliverable SharesPerformance Shares and the Shares issued therefrom. (iiic) The Company shall not be required to issue or deliver any certificate or certificates for any Shares prior to the fulfillment of all of the following conditions: (Ai) the admission of the Shares to listing on all stock exchanges on which such Shares are then listed, (Bii) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or other governmental regulatory body, which the Committee shall, in its sole and absolute discretion, deem necessary and advisable, (Ciii) the obtaining of any approval or other clearance from any state or federal governmental agency that the Committee shall, in its absolute discretion, determine to be necessary or advisable and (Div) the lapse of any such reasonable period of time following the date the Restrictions restrictions lapse or are removed as the Committee may from time to time establish for reasons of administrative convenience.

Tax Withholding; Conditions to Issuance of Certificates. Notwithstanding any other provision of this Deferred Stock Agreement: (ia) The Participant is ultimately liable and responsible for all taxes owed in connection with Any tax consequences arising from the Restricted Stock, regardless of any action the Company vesting or any of its Subsidiaries takes with respect to any tax withholding obligations that arise in connection with the Restricted Stock. Neither the Company nor any of its Subsidiaries makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding or vesting distribution of the Restricted Deferred Stock or otherwise pursuant to this Deferred Stock Agreement shall be borne solely by the subsequent sale of sharesParticipant. The Company and/or its Parent or Subsidiary shall be entitled to withhold taxes (if required) according to the requirements under applicable laws, rules and regulations, including withholding taxes at source. The provisions of paragraph (b) below shall set out what will occur if the Company and/or its Subsidiaries do not commit Parent or Subsidiary are required by applicable laws to make a deduction or withholding. Furthermore, the Participant shall agree to indemnify the Company and/or its Parent or Subsidiary and are under no obligation hold them harmless against and from any and all liability for any such tax or other payment or interest or penalty thereon, including without limitation, liabilities relating to structure the Restricted Stock necessity to reduce withhold, or eliminate to have withheld, any such tax from any payment made to the Participant’s tax liability. (iib) Prior No Shares shall be issued or delivered to any tax withholding becoming due, the Participant must make arrangements satisfactory or his or her legal representative unless and until Participant or his or her legal representative shall have paid to the Committee to satisfy such withholding and must satisfy such tax withholdings when due. The Company (or the employing Subsidiary) may withhold a portion full amount of the shares of Restricted Stock that have an aggregate Fair Market Value sufficient to pay the minimum all federal, state and local income, employment and any other applicable taxes required to withheld by the Company foreign withholding or the employing Subsidiary with respect to the shares. Notwithstanding any contrary provision of this Agreement, no vested Shares will be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Participant with respect to the payment of any income and other taxes which the Company determines must and/or its Parent or Subsidiary are required by applicable law to account to any tax authority resulting from the vesting or distribution of the Deferred Stock or otherwise pursuant to this Deferred Stock Agreement (which payment may be made in cash, by deduction from other compensation payable to Participant or in any form of consideration permitted by the Plan). As provided in Section 17 of the Plan, the Administrator may in its discretion and in satisfaction of the foregoing requirement allow the return or withholding of shares of Common Stock held by the Participant or otherwise issuable pursuant to this Deferred Stock Agreement having a Fair Market Value equal to the sums required to be withheld. Notwithstanding any other provision of the Plan, the number of shares of Common Stock which may be returned or withheld or collected with respect to such Shares. In addition the vesting or payment of the Award in order to satisfy the Participant’s federal, state and foreign income and payroll tax liabilities with respect to the maximum extent permitted by lawissuance, vesting, exercise or payment of the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable Award shall be limited to the Participantnumber of shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, cash having a value sufficient state and foreign tax income and payroll tax purposes that are applicable to satisfy any tax withholding obligations that cannot be satisfied by the withholding of otherwise deliverable Sharessuch supplemental taxable income. (iiic) The Company shall not be required to issue or deliver any certificate or certificates for any Shares prior to the fulfillment of all of the following conditions: (Ai) the admission of the Shares to listing on all stock exchanges on which such Shares are then listed, (Bii) the completion of any registration or other qualification of the Shares under any state state, federal or federal foreign law or under rulings or regulations of the U.S. Securities and Exchange Commission or other governmental regulatory body, which the Committee Administrator shall, in its sole and absolute discretion, deem necessary and advisable, (Ciii) the obtaining of any approval or other clearance from any state state, federal or federal foreign governmental agency that the Committee Administrator shall, in its absolute discretion, determine to be necessary or advisable and (Div) the lapse of any such reasonable period of time following the date the Restrictions lapse or are removed Deferred Stock vests as the Committee Administrator may from time to time establish for reasons of administrative convenience.

Tax Withholding; Conditions to Issuance of Certificates. Notwithstanding any other provision of this Agreement:Agreement (including without limitation Section 2.3): (ia) The Participant is ultimately liable and responsible for all taxes owed in connection with the Restricted StockRSUs, regardless of any action the Company or any of its Subsidiaries takes with respect to any tax withholding obligations that arise in connection with the Restricted StockRSUs. Neither the Company nor any of its Subsidiaries makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding or vesting of the Restricted Stock RSUs or the subsequent sale of sharesShares. The Company and its Subsidiaries do not commit and are under no obligation to structure the Restricted Stock RSUs to reduce or eliminate the Participant’s tax liability. (iib) Prior to any tax withholding becoming due, the Participant must make arrangements satisfactory to the Committee to satisfy such withholding and must satisfy such tax withholdings when due. The To the extent permitted by the Committee, the Company (or the employing Subsidiary) may will withhold a portion of the shares of Restricted Stock Shares issuable from the RSUs that have an aggregate Fair Market Value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the sharesRSUs and the Shares issued therefrom. Notwithstanding any contrary provision of this Agreement, no vested Shares will be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Participant with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such SharesRSUs and the Shares issued therefrom. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Participant, cash having a value sufficient to satisfy any tax withholding obligations that cannot be satisfied by the withholding of otherwise deliverable Shares. (iiic) The Company shall not be required to issue or deliver any certificate or certificates for any Shares prior to the fulfillment of all of the following conditions: (A) the admission of the Shares to listing on all stock exchanges on which such Shares are then listed, (B) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or other governmental regulatory body, which the Committee shall, in its sole and absolute discretion, deem necessary and advisable, (C) the obtaining of any approval or other clearance from any state or federal governmental agency that the Committee shall, in its absolute discretion, determine to be necessary or advisable and (D) the lapse of any such reasonable period of time following the date the Restrictions restrictions lapse or are removed as the Committee may from time to time establish for reasons of administrative convenience.

Tax Withholding; Conditions to Issuance of Certificates. Notwithstanding any other provision of this Agreement:Agreement (including, without limitation, Section 2.1(b)): (i) The Participant is ultimately liable No Shares shall be recorded in the name of the Holder in the books and responsible for all taxes owed in connection with records of the Restricted Stock, regardless of any action Company’s transfer agent and no new certificate shall be delivered to the Holder or the Holder’s legal representative unless and until the Holder or the Holder’s legal representative shall have paid to the Company the full amount of all federal and state withholding or any of its Subsidiaries takes with respect to any tax withholding obligations that arise in connection with the Restricted Stock. Neither the Company nor any of its Subsidiaries makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding or vesting of the Restricted Stock or the subsequent sale of shares. The Company and its Subsidiaries do not commit and are under no obligation to structure the Restricted Stock to reduce or eliminate the Participant’s tax liability. (ii) Prior to any tax withholding becoming due, the Participant must make arrangements satisfactory other taxes applicable to the Committee to satisfy such withholding and must satisfy such tax withholdings when due. The Company (or taxable income of Holder resulting from the employing Subsidiary) may withhold a portion grant of the shares of Restricted Stock that or the lapse or removal of the Restrictions. The Administrator may in its discretion and in satisfaction of the foregoing requirement allow the Holder to elect to have an aggregate the Company withhold Shares otherwise issuable under the Award (or allow the return of Shares) having a Fair Market Value sufficient equal to pay the minimum federal, state and local income, employment and sums required to be withheld. Notwithstanding any other applicable taxes required to provision of the Plan or this Agreement, the number of Shares which may be withheld by the Company or the employing Subsidiary with respect to the shares. Notwithstanding any contrary provision issuance, vesting or payment of this Agreement, no vested Shares will be issued unless the shares of Restricted Stock in order to satisfy the Holder’s federal and until satisfactory arrangements (as determined by the Committee) will have been made by the Participant state income and payroll tax liabilities with respect to the issuance, vesting or payment of any the shares of Restricted Stock shall be limited to the number of Shares which have a Fair Market Value on the date of withholding equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal and state tax income and other taxes which the Company determines must be withheld or collected with respect payroll tax purposes that are applicable to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Participant, cash having a value sufficient to satisfy any tax withholding obligations that cannot be satisfied by the withholding of otherwise deliverable Sharessupplemental taxable income. (iiiii) The Company shall not be required to record any Shares in the name of the Holder in the books and records of the Company’s transfer agent or issue or deliver any certificate or certificates for any Shares prior to the fulfillment of all of the following conditions: (A) the admission of the Shares to listing on all stock exchanges on which such Shares are the Company’s common stock is then listed, (B) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or other governmental regulatory body, which the Committee Administrator shall, in its sole and absolute discretion, deem necessary and advisable, (C) the obtaining of any approval or other clearance from any state or federal governmental agency that the Committee Administrator shall, in its absolute discretion, determine to be necessary or advisable and (D) the lapse of any such reasonable period of time following the date the Restrictions lapse or are removed as the Committee Administrator may from time to time establish for reasons of administrative convenience.

Tax Withholding; Conditions to Issuance of Certificates. Notwithstanding any other provision of this Agreement:Agreement (including without limitation Section 2.1(b)): (i) The Participant is ultimately liable No Shares shall be recorded in the name of the Holder in the books and responsible for all taxes owed in connection with records of the Restricted Stock, regardless of any action Company’s transfer agent and no new certificate shall be delivered to the Holder or his legal representative unless and until the Holder or his legal representative shall have paid to the Company the full amount of all federal and state withholding or other taxes applicable to the taxable income of Holder resulting from the grant of Shares or the lapse or removal of the Restrictions. The Administrator may in its discretion and in satisfaction of the foregoing requirement allow the Holder to elect to have the Company withhold shares of the Company’s common stock otherwise issuable under the Award (or allow the return of shares of the Company’s common stock) having a Fair Market Value equal to the sums required to be withheld. Notwithstanding any other provision of its Subsidiaries takes the Plan or this Agreement, the number of shares of the Company’s common stock which may be withheld with respect to any tax withholding obligations that arise in connection with the Restricted Stock. Neither the Company nor any of its Subsidiaries makes any representation issuance, vesting or undertaking regarding the treatment of any tax withholding in connection with the awarding or vesting payment of the Restricted Stock Shares in order to satisfy the Holder’s federal and state income and payroll tax liabilities with respect to the issuance, vesting or payment of the subsequent sale Shares shall be limited to the number of shares. The Company shares of the Company’s common stock which have a Fair Market Value on the date of withholding equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal and its Subsidiaries do not commit state tax income and payroll tax purposes that are under no obligation applicable to structure the Restricted Stock to reduce or eliminate the Participant’s tax liabilitysuch supplemental taxable income. (ii) Prior to any tax withholding becoming due, the Participant must make arrangements satisfactory to the Committee to satisfy such withholding and must satisfy such tax withholdings when due. The Company (or the employing Subsidiary) may withhold a portion of the shares of Restricted Stock that have an aggregate Fair Market Value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to withheld by the Company or the employing Subsidiary with respect to the shares. Notwithstanding any contrary provision of this Agreement, no vested Shares will be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Participant with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Participant, cash having a value sufficient to satisfy any tax withholding obligations that cannot be satisfied by the withholding of otherwise deliverable Shares. (iii) The Company shall not be required to record any Shares in the name of the Holder in the books and records of the Company’s transfer agent or issue or deliver any certificate or certificates for any Shares prior to the fulfillment of all of the following conditions: (A) the admission of the Shares to listing on all stock exchanges on which such Shares are the Company’s common stock is then listed, (B) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or other governmental regulatory body, which the Committee Administrator shall, in its sole and absolute discretion, deem necessary and advisable, (C) the obtaining of any approval or other clearance from any state or federal governmental agency that the Committee Administrator shall, in its absolute discretion, determine to be necessary or advisable and (D) the lapse of any such reasonable period of time following the date the Restrictions lapse or are removed as the Committee Administrator may from time to time establish for reasons of administrative convenience.

Tax Withholding; Conditions to Issuance of Certificates. Notwithstanding any other provision of this Agreement: (ia) The Participant is ultimately liable and responsible for all taxes owed in connection with the Restricted StockRSUs, regardless of any action the Company Company, the Partnership or any of its Subsidiaries Subsidiary takes with respect to any tax withholding obligations that arise in connection with the Restricted StockRSUs. Neither the Company Company, the Partnership nor any of its Subsidiaries Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding awarding, vesting or vesting payment of the Restricted Stock RSUs or the subsequent sale of sharesShares. The Company Company, the Partnership and its the Subsidiaries do not commit and are under no obligation to structure the Restricted Stock RSUs to reduce or eliminate the Participant’s tax liability. (iib) Prior In the event that any tax withholding becomes due with respect to the RSUs or Dividend Equivalents, prior to any such tax withholding becoming due, the Participant must make arrangements satisfactory to the Committee to satisfy such withholding and must satisfy such tax withholdings when due. The Company (To the extent permitted by the Committee, the Company, the Partnership or the employing Subsidiary) may Subsidiary will withhold a portion of the shares of Restricted Stock Shares issuable from the RSUs that have an aggregate Fair Market Value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the sharesRSUs and the Shares issued therefrom. Notwithstanding any contrary provision of this Agreement, no vested Shares will be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Participant with respect to the payment of any income and other taxes which the Company or the Partnership determines must be withheld or collected with respect to such SharesRSUs and the Shares issued therefrom. In addition and to the maximum extent permitted by law, the Company (Company, the Partnership or the employing Subsidiary) Subsidiary has the right to retain without notice from salary or other amounts payable to the Participant, cash having a value sufficient to satisfy any tax withholding obligations that cannot be or are not satisfied by the withholding of otherwise deliverable Shares. (iiic) The Company or the Partnership shall not be required to issue or deliver any certificate or certificates for any Shares prior to the fulfillment of all of the following conditions: (A) the admission of the Shares to listing on all stock exchanges on which such Shares are then listed, (B) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or other governmental regulatory body, which the Committee shall, in its sole and absolute discretion, deem necessary and advisable, and (C) the obtaining of any approval or other clearance from any state or federal governmental agency that the Committee shall, in its absolute discretion, determine to be necessary or advisable and (D) advisable. In the lapse event that the Company or the Partnership delays a distribution or payment in settlement of any RSUs because it determines that the issuance of shares of Stock in settlement of such reasonable period RSUs will violate Federal securities laws or other applicable law, such distribution or payment shall be made at the earliest date at which the Company or the Partnership reasonably determines that the making of time following such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). No payment shall be delayed under this Section 10 if such delay will result in a violation of Section 409A of the date the Restrictions lapse or are removed as the Committee may from time to time establish for reasons of administrative convenienceCode.

Tax Withholding; Conditions to Issuance of Certificates. Notwithstanding any other provision of this Agreement: (i) The Participant is ultimately liable and responsible for all taxes owed in connection with the Restricted Stock, regardless of any action the Company or any of its Subsidiaries subsidiaries takes with respect to any tax withholding obligations that arise in connection with the Restricted Stock. Neither the Company nor any of its Subsidiaries subsidiaries makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding or vesting of the Restricted Stock or the subsequent sale of shares. The Company and its Subsidiaries subsidiaries do not commit and are under no obligation to structure the Restricted Stock to reduce or eliminate the Participant’s tax liability. (ii) Prior to any tax withholding becoming due, the Participant must shall make arrangements satisfactory to the Committee to satisfy such withholding and must satisfy such tax withholdings when due. The Except as the Board may otherwise determine, all such payments shall be made in cash or by certified check and the Company may, to the extent permitted by applicable law, deduct any such tax obligations from any payment of any kind otherwise due to a Participant. Notwithstanding the foregoing, to the extent agreed upon by the Board and the Participant, the Company (or the employing Subsidiarysubsidiary) may withhold a portion of the shares of Restricted Stock that have an aggregate Fair Market Value fair market value sufficient to pay the minimum maximum federal, state and local income, employment and any other applicable taxes required to withheld by the Company or the employing Subsidiary subsidiary with respect to the sharesShares (or such other amount as determined by the Board that will not result in any adverse accounting consequences). Notwithstanding any contrary provision of this Agreement, no vested Shares will be issued released from the Company unless and until satisfactory arrangements (as determined by the CommitteeBoard) will have been made by the Participant with respect to the payment of any income and other taxes which the Company determines must be withheld or collected as of the vesting date with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Participant, cash having a value sufficient to satisfy any tax withholding obligations that cannot be satisfied by the withholding of otherwise deliverable Shares. (iii) The Company shall not be required to issue or deliver any certificate or certificates for any Shares prior to the fulfillment of all of the following conditions: (A) the admission of the Shares to listing on all stock exchanges on which such Shares are then listed, (B) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or other governmental regulatory body, which the Committee shall, in its sole and absolute discretion, deem necessary and advisable, (C) the obtaining of any approval or other clearance from any state or federal governmental agency that the Committee shall, in its absolute discretion, determine to be necessary or advisable and (D) the lapse of any such reasonable period of time following the date the Restrictions lapse or are removed as the Committee may from time to time establish for reasons of administrative convenience.

Tax Withholding; Conditions to Issuance of Certificates. Notwithstanding any other provision of this Agreement:Agreement (including without limitation Section 2.1(b)): (i) The No new certificate shall be delivered to Participant or his or her legal representative unless and until Participant or his or her legal representative shall have paid to the Company the full amount of all federal and state withholding or other taxes applicable to the taxable income of Participant resulting from the grant of Shares or the lapse or removal of the Restrictions, which payment shall be in any combination of (1) cash, (2) check, (3) through the delivery of previously-acquired shares of Stock duly endorsed for transfer to the Company with a Fair Market Value on the date of delivery not in excess of the minimum tax required to be withheld by law (the “minimum tax withholding”), (4) through the delivery of a notice that Participant has placed a market sell order with a broker with respect to Shares for which the Restrictions are scheduled to lapse, and that the broker has been directed to pay a portion of the net proceeds of the sale to the Company that is ultimately liable not in excess of the minimum tax withholding, provided that payment of such proceeds is made to the Company upon settlement of such sale; or (5) upon the request of Participant and responsible with the consent of the Administrator, withholding by the Company, on the date that the Restrictions on all or a portion of the Award shall lapse pursuant to Section 2.2(b), of a number of whole Shares for all taxes owed which the Restrictions lapsed on such date, having a Fair Market Value, determined as of such date, not in excess of the minimum tax withholding (the “Share Withholding Procedure”). Any adverse consequences to Participant arising in connection with the Restricted Stock, regardless Share Withholding Procedure shall be the sole responsibility of any action the Company or any of its Subsidiaries takes with respect to any tax withholding obligations that arise in connection with the Restricted Stock. Neither the Company nor any of its Subsidiaries makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding or vesting of the Restricted Stock or the subsequent sale of shares. The Company and its Subsidiaries do not commit and are under no obligation to structure the Restricted Stock to reduce or eliminate the Participant’s tax liability. (ii) Prior to any tax withholding becoming due, the Participant must make arrangements satisfactory to the Committee to satisfy such withholding and must satisfy such tax withholdings when due. The Company (or the employing Subsidiary) may withhold a portion of the shares of Restricted Stock that have an aggregate Fair Market Value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to withheld by the Company or the employing Subsidiary with respect to the shares. Notwithstanding any contrary provision of this Agreement, no vested Shares will be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Participant with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Participant, cash having a value sufficient to satisfy any tax withholding obligations that cannot be satisfied by the withholding of otherwise deliverable Shares. (iii) The Company shall not be required to issue or deliver any certificate or certificates for any Shares prior to the fulfillment of all of the following conditions: (A) the admission of the Shares to listing on all stock exchanges on which such Shares are Stock is then listed, (B) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or other governmental regulatory body, which the Committee Administrator shall, in its sole and absolute discretion, deem necessary and advisable, (C) the obtaining of any approval or other clearance from any state or federal governmental agency that the Committee Administrator shall, in its absolute discretion, determine to be necessary or advisable and (D) the lapse of any such reasonable period of time following the date the Restrictions lapse or are removed as the Committee Administrator may from time to time establish for reasons of administrative convenience.

Tax Withholding; Conditions to Issuance of Certificates. Notwithstanding any other provision of this Agreement: (ia) The Participant is ultimately liable and responsible for all taxes owed in connection with Any tax consequences arising from the Restricted Stock, regardless of any action the Company vesting or any of its Subsidiaries takes with respect to any tax withholding obligations that arise in connection with the Restricted Stock. Neither the Company nor any of its Subsidiaries makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding or vesting distribution of the Restricted Deferred Stock or otherwise pursuant to this Agreement shall be borne solely by the subsequent sale of sharesParticipant (including, without limitation, the Participant’s social security and national health insurance payments, if applicable). The Company and/or its Parent or Subsidiary shall be entitled to withhold taxes (if required) according to the requirements under applicable laws, rules and regulations, including withholding taxes at source. The provisions of paragraph (b) below shall set out what will occur if the Company and/or its Subsidiaries do not commit and Parent or Subsidiary are under no obligation required by applicable laws to structure the Restricted Stock to reduce make a deduction or eliminate the Participant’s tax liability. (ii) Prior to any tax withholding becoming duewithholding. Furthermore, the Participant must make arrangements satisfactory shall agree to indemnify the Company and/or its Parent or Subsidiary and hold them harmless against and from any and all liability for any such tax or other payment or interest or penalty thereon, including without limitation, liabilities relating to the Committee necessity to satisfy such withholding and must satisfy withhold, or to have withheld, any such tax withholdings when due. The from any payment made to the Participant (b) No Shares shall be issued or delivered to Participant or his legal representative unless and until Participant or his legal representative shall have paid to the Company (or the employing Subsidiary) may withhold a portion full amount of the shares of Restricted Stock that have an aggregate Fair Market Value sufficient to pay the minimum all federal, state and local income, employment and any other applicable taxes required to withheld by the Company foreign withholding or the employing Subsidiary with respect to the shares. Notwithstanding any contrary provision of this Agreement, no vested Shares will be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Participant with respect to the payment of any income and other taxes which the Company determines must and/or its Parent or Subsidiary are required by applicable law to account to any tax authority resulting from the vesting or distribution of the Deferred Stock or otherwise pursuant to this Agreement (which payment may be made in cash, by deduction from other compensation payable to Participant or in any form of consideration permitted by the Plan). As provided in Section 17 of the Plan, the Administrator may in its discretion and in satisfaction of the foregoing requirement allow the return or withholding of shares of Common Stock otherwise issuable pursuant to this Agreement having a Fair Market Value equal to the sums required to be withheld. Notwithstanding any other provision of the Plan, the number of shares of Common Stock which may be returned or withheld or collected with respect to such Shares. In addition the vesting or payment of the Award in order to satisfy the Participant’s federal, state and foreign income and payroll tax liabilities with respect to the maximum extent permitted by lawissuance, vesting, exercise or payment of the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable Award shall be limited to the Participantnumber of shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, cash having a value sufficient state and foreign tax income and payroll tax purposes that are applicable to satisfy any tax withholding obligations that cannot be satisfied by the withholding of otherwise deliverable Sharessuch supplemental taxable income. (iiic) The Company shall not be required to issue or deliver any certificate or certificates for any Shares prior to the fulfillment of all of the following conditions: (A) the admission of the Shares to listing on all stock exchanges on which such Shares are then listed, (B) the completion of any registration or other qualification of the Shares under any state state, federal or federal foreign law or under rulings or regulations of the U.S. Securities and Exchange Commission or other governmental regulatory body, which the Committee Administrator shall, in its sole and absolute discretion, deem necessary and advisable, (C) the obtaining of any approval or other clearance from any state state, federal or federal foreign governmental agency that the Committee Administrator shall, in its absolute discretion, determine to be necessary or advisable and (D) the lapse of any such reasonable period of time following the date the Restrictions lapse or are removed Deferred Stock vests as the Committee Administrator may from time to time establish for reasons of administrative convenience.