Common use of Tax Withholding Clause in Contracts

Tax Withholding. Notwithstanding anything herein to the contrary, certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory note.

Tax Withholding. Notwithstanding anything herein any other provision of this Agreement: (a) The Company Group has the authority to deduct or withhold, or require Participant to remit to the contraryapplicable Company Group Member, certificates an amount sufficient to satisfy any applicable federal, state, local and foreign taxes (including the employee portion of any FICA obligation) required by Applicable Law to be withheld with respect to any taxable event arising pursuant to this Agreement. The Company Group may withhold or Participant may make such payment in one or more of the forms specified below: (i) by cash or check made payable to the Company Group Member with respect to which the withholding obligation arises; (ii) by the deduction of such amount from other compensation payable to Participant; (iii) with respect to any withholding taxes arising in connection with the exercise of the Option, with the consent of the Administrator, by requesting that the Company withhold a net number of Shares issuable upon the exercise of the Option having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company Group based on the maximum statutory withholding rates in Participant’s applicable jurisdictions for shares federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income; (iv) with respect to any withholding taxes arising in connection with the exercise of Restricted Stock the Option, with the consent of the Administrator, by tendering to the Company vested Shares held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company Group based on the maximum statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income; (v) with respect to any withholding taxes arising in connection with the exercise of the Option, through the delivery of a notice that Participant has placed a market sell order with a broker acceptable to the Company with respect to Shares then issuable to Participant pursuant to the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company Group Member with respect to which the withholding obligation arises in satisfaction of such withholding taxes; provided that payment of such proceeds is then made to the applicable Company Group Member at such time as may be required by the Administrator, but in any event not later than the settlement of such sale; or (vi) in any combination of the foregoing. (b) With respect to any withholding taxes arising in connection with the Option, in the event Participant fails to provide timely payment of all sums required pursuant to Section 3.4(a), the Company shall have vested the right and option, but not the obligation, to treat such failure as an election by Participant to satisfy all or any portion of Participant’s required payment obligation pursuant to Section 3.4(a)(ii) or Section 3.4(a)(iii) above, or any combination of the foregoing as the Company may determine to be appropriate. The Company shall not be delivered obligated to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy deliver any federal, foreign or other tax withholding obligations certificate representing Shares issuable with respect to the shares exercise of Restricted Stock that the Option to, or to cause any such Shares to be held in book-entry form by, Participant or his or her legal representative unless and until Participant or his or her legal representative shall have vested paid or otherwise satisfied in full the amount of all federal, state, local and foreign taxes applicable with respect to the taxable income of Participant resulting from the exercise of the Option or any other taxable event related to the Option. (c) In the “Tax Amount”) (unless other arrangements event any tax withholding obligation arising in connection with the Option will be satisfied under Section 3.4(a)(iii), then the Company may elect to instruct any brokerage firm determined acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein for such purpose to sell on Participant’s behalf a whole number of Shares from those Shares then issuable upon the contrary, in exercise of the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, Option as the Company may (but shall not determines to be required to), in its sole discretion, at any time by notice appropriate to the Grantee, choose generate cash proceeds sufficient to satisfy the conditions outlined tax withholding obligation and to remit the proceeds of such sale to the Company Group Member with respect to which the withholding obligation arises. Participant’s acceptance of this Option constitutes Participant’s instruction and authorization to the Company and such brokerage firm to complete the transactions described in this Section 3.4(c), including the transactions described in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding previous sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingas applicable. The Company may from time refuse to time change (or provide alternatives to) issue any Shares to Participant until the method of foregoing tax withholding on obligations are satisfied, provided that no payment shall be delayed under this Section 3.4(c) if such delay will result in a violation of Section 409A. (d) Participant is ultimately liable and responsible for all taxes owed in connection with the Restricted Stock granted hereunder by notice Option, regardless of any action any Company Group Member takes with respect to any tax withholding obligations that arise in connection with the GranteeOption. No Company Group Member makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, it being understood that from and after such notice vesting or exercise of the Grantee will be bound by Option or the method (or alternatives) specified in any such noticesubsequent sale of Shares. The Company (in its sole Group does not commit and absolute discretion) may permit all is under no obligation to structure the Option to reduce or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Granteeeliminate Participant’s secured promissory notetax liability.

Tax Withholding. Notwithstanding anything herein (a) The Recipient must deliver to the contraryCompany, certificates for shares of Restricted Stock that have vested shall not be delivered within ten (10) days after written notification from the Company as to the Grantee unless and until amount of the Grantee has delivered tax withholding that is due, either (i) cash, or (ii) a check payable to the Executive Vice PresidentCompany, Human Resources in the amount of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other all tax withholding obligations imposed on the Company as a result of the issuance of the Vested Shares, except as provided in Section 3(b). If the Recipient does not timely satisfy payment of the tax withholding obligation, the Recipient will be deemed to have made an election to satisfy tax withholding in the manner provided in Section 3(b). (b) In lieu of paying the tax withholding obligation described in Section 3(a), the Recipient may elect to have the number of Vested Shares reduced by the number of whole shares of Common Stock which, when multiplied by the Fair Market Value of the Common Stock on the Distribution Date of the Vested Shares, together with respect cash or a check in lieu of any fractional Vested Share, is sufficient to satisfy the minimum amount of the required tax obligations imposed on the Company as a result of the issuance of the Vested Shares (the “Withholding Election”). The Recipient may make a Withholding Election only if all of the following conditions are met: (i) The Withholding Election must be made within ten (10) days after the Recipient receives written notification from the Company as to the shares amount of Restricted Stock the tax withholding that have vested is due (the “Tax AmountNotice Date”) (unless other arrangements acceptable ), by executing and delivering to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrarya properly completed Notice of Withholding Election, in substantially the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty form of Exhibit 2 attached hereto; and (20ii) days after the shares of Restricted Stock have vestedAny Withholding Election made will be irrevocable; however, the Company may (but shall not be required to)Committee may, in its sole discretion, at disapprove and give no effect to any time Withholding Election, by giving written notice to the Grantee, choose to satisfy Recipient no later than ten (10) days after the conditions outlined in the immediately preceding sentence by unilaterally revoking the GranteeCompany’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% receipt of the Tax Amount. For purposes Notice of Withholding Election, in which event the Recipient must deliver to the Company, within ten (10) days after receiving such notice, the amount of the preceding sentence, each share of Restricted Stock shall be deemed tax withholding pursuant to have a value equal to Section 3(a). If the average closing price of a share Recipient does not timely deliver the amount of the Common Stock on tax withholding, the Nasdaq Global Market (or such other U.S. exchange or market on which Recipient will forfeit the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteVested Shares.

Tax Withholding. Notwithstanding anything herein to the contrarycontrary in this Agreement, certificates for shares the Company, the Partnership and their Subsidiaries shall be entitled to require payment of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary any sums required by the Company to enable it to satisfy any federal, foreign state and local income and employment or other payroll tax withholding obligations law to be withheld with respect to the shares issuance, lapsing of Restricted Stock restrictions on or sale of the Shares. The Company, the Partnership and their Subsidiaries may withhold or the Participant may make such payment in one or more of the forms specified below: (a) by cash or check made payable to the Company; (b) by the deduction of such amount from other compensation payable to Participant; (c) with respect to any withholding taxes arising in connection with the vesting of the Shares, and with the consent of the Administrator, through the delivery of a notice that have vested (the “Tax Amount”) (unless other arrangements Participant has placed a market sell order with a broker acceptable to the Company in its sole discretion have with respect to those Shares that are then becoming vested and that the broker has been made). Notwithstanding anything herein directed to pay a sufficient portion of the net proceeds of the sale to the contraryCompany, the Partnership or any Subsidiary with respect to which the withholding obligation arises in satisfaction of such withholding taxes; provided that payment of such proceeds is then made to the Company, the Partnership or the applicable Subsidiary at such time as may be required by the Administrator, but in any event not later the settlement of such; (d) with respect to any withholding taxes arising in connection with the vesting of the Shares, and with the consent of the Administrator, by requesting that the Company withhold a net number of vested Shares otherwise deliverable pursuant to this Agreement having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company, the Partnership and their Subsidiaries based on the minimum applicable statutory withholding rates for federal, state and local income tax and payroll tax purposes; (e) with respect to any withholding taxes arising in connection with the vesting of the Shares, and with the consent of the Administrator, by tendering vested shares of Stock owned by Participant having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company, the Partnership and their Subsidiaries based on the minimum applicable statutory withholding rates for federal, state and local income tax and payroll tax purposes; or (f) in any combination of the foregoing. In the event that a Grantee has not satisfied Participant either (i) fails to provide timely payment of all sums required pursuant to this Section 3.3 or (ii) fails to inform the conditions outlined in Company as to his or her intentions as to the immediately preceding sentence within twenty method of payment of all sums required pursuant to this Section 3.3 at least five (205) days after prior to the shares of Restricted Stock have vesteddate on with any tax withholding obligation arises, the Company may shall have the right and option, but not the obligation, to treat either of such failures as an election by Participant to satisfy all or any portion of Participant’s required payment obligation pursuant to clauses (but c) or (d) above, at the Company’s option. The Company shall not be required to)obligated to deliver any stock certificate representing vested Shares to Participant or Participant’s legal representative, or, if the Shares are held in its sole discretionbook entry form, at any time by notice to remove the notations on the book form, unless and until Participant or Participant’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state and local taxes applicable to the Granteetaxable income of Participant resulting from the issuance, choose lapsing of restrictions on or sale of the Shares. In the event any tax withholding obligation arising in connection with the Shares will be satisfied under clause (c) above, then the Company may elect to satisfy instruct any brokerage firm determined acceptable to the conditions outlined in the immediately preceding sentence by unilaterally revoking the GranteeCompany for such purpose to sell on Participant’s right to receive that behalf a whole number of shares of Restricted Stock from those Shares that have are then becoming vested as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the tax withholding obligation and to remit the proceeds of such sale to the Company, the Partnership or any Subsidiary with an aggregate value equal respect to 150% which the withholding obligation arises. Participant’s acceptance of this Award constitutes Participant’s instruction and authorization to the Tax Amount. For purposes of Company and such brokerage firm to complete the preceding transactions described in this paragraph, including the transactions described in the previous sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingas applicable. The Company may from time refuse to time change (deliver any certificate representing the Shares to Participant or provide alternatives to) his or her legal representative until the method of foregoing tax withholding obligations are satisfied. In the event of any broker-assisted sale of shares of Stock in connection with the payment of withholding taxes as provided in this Section 3.3: (i) any shares of Stock to be sold through a broker-assisted sale will be sold on the Restricted day the tax withholding obligation arises or as soon thereafter as practicable; (ii) such shares of Stock granted hereunder by notice may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (iii) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (iv) to the Granteeextent the proceeds of such sale exceed the applicable tax withholding obligation, it being understood the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (v) Participant acknowledges that from the Company or its designee is under no obligation to arrange for such sale at any particular price, and after such notice that the Grantee will be bound by the method (or alternatives) specified in proceeds of any such notice. The Company sale may not be sufficient to satisfy the applicable tax withholding obligation; and (vi) in its sole and absolute discretion) may permit all the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company, the Partnership or part any Subsidiary with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the Tax Amount to be paid with shares of Common Stock owned by Company’s, the Grantee, Partnership's or in installments (together with interest) evidenced by the Granteeapplicable Subsidiary’s secured promissory notewithholding obligation.

Tax Withholding. Notwithstanding anything herein (i) The Recipient shall pay to the contraryCompany, certificates or make arrangements satisfactory to the Committee for shares payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to the grant of Restricted Stock that have vested shall not be delivered to Units (including without limitation the Grantee unless vesting thereof) and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (any Dividend Equivalents or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary distributions made by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations the Recipient with respect to the shares of Restricted Stock that have vested (Units as and when the “Tax Amount”) (unless other arrangements acceptable Company determines those amounts to be due, and the Company shall, to the Company in its sole discretion extent permitted by law, have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number deduct from any payment of shares any kind otherwise due to Recipient any federal, state, or local taxes of Restricted Stock that have vested any kind required by law to be withheld with an aggregate value equal respect to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder Units or any Dividend Equivalents or other distributions made by notice the Company to the Grantee, it being understood Recipient with respect to any Restricted Stock Units. (ii) The Recipient agrees that from his or her minimum withholding tax obligation with respect to the granting or vesting of the Restricted Stock Units and after such notice any Dividend Equivalents or other distributions made by the Grantee Company to the Recipient with respect to the Restricted Stock Units will be bound satisfied (provided that the Recipient has enough vesting or vested shares available) by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part Company’s withholding a portion of the Tax Amount to be paid with shares of Common Stock owned by otherwise deliverable to the GranteeRecipient, such shares being valued at their fair market value as of the date on which the taxable event that gives rise to the withholding requirement occurs. The Recipient further agrees that each time the Company withholds shares to satisfy his or in installments her minimum withholding tax obligation, the Company will round up to the nearest whole number of shares (together with interest) evidenced by any over withholding applied to federal income tax). For example, if 9.6 shares are required to satisfy the Grantee’s secured promissory noteminimum withholding tax obligation, the Company will round up to 10 shares. By accepting this Agreement, the Recipient consents to this method of tax withholding, including the Company rounding up to the nearest whole number of shares.

Tax Withholding. Notwithstanding anything herein (a) The Recipient must deliver to the contraryCompany, certificates for shares of Restricted Stock that have vested shall not be delivered within ten (10) days after written notification from the Company as to the Grantee unless and until amount of the Grantee has delivered tax withholding that is due, either (i) cash, or (ii) a check payable to the Executive Vice PresidentCompany, Human Resources in the amount of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other all tax withholding obligations imposed on the Company as a result of the issuance of the Vested Shares, except as provided in Section 3(b). If the Recipient does not timely satisfy payment of the tax withholding obligation, the Recipient will be deemed to have made an election to satisfy tax withholding in the manner provided in Section 3(b). (b) In lieu of paying the tax withholding obligation described in Section 3(a), the Recipient may elect to have the number of Vested Shares reduced by the number of whole shares of Common Stock which, when multiplied by the Fair Market Value of the Common Stock on the Distribution Date of the Vested Shares, together with respect cash or a check in lieu of any fractional Vested Share, is sufficient to satisfy the minimum amount of the required tax obligations imposed on the Company as a result of the issuance of the Vested Shares (the “Withholding Election”). The Recipient may make a Withholding Election only if all of the following conditions are met: (i) The Withholding Election must be made within ten (10) days after the Recipient receives written notification from the Company as to the shares amount of Restricted Stock the tax withholding that have vested is due (the “Tax AmountNotice Date”) (unless other arrangements acceptable ), by executing and delivering to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrarya properly completed Notice of Withholding Election, in substantially the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty form of Exhibit 2 attached hereto; and (20ii) days after the shares of Restricted Stock have vestedAny Withholding Election made will be irrevocable; however, the Company may (but shall not be required to)Committee may, in its sole discretion, at disapprove and give no effect to any time Withholding Election, by giving written notice to the Grantee, choose to satisfy Recipient no later than ten (10) days after the conditions outlined in the immediately preceding sentence by unilaterally revoking the GranteeCompany’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% receipt of the Tax Amount. For purposes Notice of Withholding Election, in which event the Recipient must deliver to the Company, within ten (10) days after receiving such notice, the amount of the preceding sentence, each share of Restricted Stock shall be deemed tax withholding pursuant to have a value equal to Section 3(a). If the average closing price of a share Recipient does not timely deliver the amount of the Common Stock on tax withholding, the Nasdaq Global Market (or such other U.S. exchange or market on Recipient will forfeit the Vested Shares to which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noterequirement relates.

Tax Withholding. Notwithstanding anything herein any other provision of this Agreement: (a) The Company Group has the authority to deduct or withhold, or require Participant to remit to the contraryapplicable Company Group Member, certificates for shares an amount sufficient to satisfy any applicable federal, state, local and foreign taxes (including the employee portion of Restricted Stock that have vested shall not any FICA obligation) required by Applicable Law to be delivered withheld with respect to any taxable event arising pursuant to this Agreement. The Company Group may withhold or Participant may make such payment in one or more of the forms specified below: (i) by cash or check made payable to the Grantee unless and until Company Group Member with respect to which the Grantee has delivered withholding obligation arises; (ii) by the deduction of such amount from other compensation payable to Participant; (iii) with the consent of the Administrator, by requesting that the Company withhold a net number of Shares subject to the Executive Vice President, Human Resources Award having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company Group based on the maximum statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income; (or iv) with the consent of the Administrator, by tendering to the Company vested Shares held for such other executive officer period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company performing Group based on the maximum statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income; (v) through the delivery of a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by notice that Participant has placed a market sell order with a broker acceptable to the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares Shares for which the Restrictions are then subject to lapse, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company Group Member with respect to which the withholding obligation arises in satisfaction of such withholding taxes; provided that payment of such proceeds is then made to the applicable Company Group Member at such time as may be required by the Administrator, but in any event not later than the settlement of such sale; or (vi) in any combination of the foregoing. (b) With respect to any withholding taxes arising in connection with the Award, in the event Participant fails to provide timely payment of all sums required pursuant to Section 4.1(a), the Company shall have the right and option, but not the obligation, to treat such failure as an election by Participant to satisfy all or any portion of Participant’s required payment obligation pursuant to Section 4.1(a)(ii) or Section 4.1(a)(iii) above, or any combination of the foregoing as the Company may determine to be appropriate. The Company shall not be obligated to deliver any new certificate representing Restricted Shares to Participant or his or her legal representative unless and until Participant or his or her legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, local and foreign taxes applicable with respect to the taxable income of Participant resulting from the grant of the Award or the issuance or vesting of Restricted Stock that have vested Shares hereunder or any other taxable event with respect to the Restricted Shares. (c) In the “Tax Amount”event any tax withholding obligation arising in connection with the Award will be satisfied under Section 4.1(a)(iii) (unless other arrangements above, then the Company may elect to instruct any brokerage firm determined acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein for such purpose to sell on Participant’s behalf a whole number of Shares from those Shares that are subject to the contraryAward as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the tax withholding obligation and to remit the proceeds of such sale to the Company Group Member with respect to which the withholding obligation arises. Participant’s acceptance of this Award constitutes Participant’s instruction and authorization to the Company and such brokerage firm to complete the transactions described in this Section 4.1(c), including the transactions described in the previous sentence, as applicable. (d) In the event of any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 4.1(a)(v) or Section 4.1(c): (i) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation arises, or as soon thereafter as practicable; (ii) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (iii) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (iv) to the extent the proceeds of such sale exceed the applicable tax withholding obligation, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (v) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation; and (vi) in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares proceeds of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose such sale are insufficient to satisfy the conditions outlined applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member with respect to which the withholding obligation arises, an amount in the immediately preceding sentence by unilaterally revoking the Grantee’s right cash sufficient to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% satisfy any remaining portion of the Tax Amountapplicable Company Group Member’s withholding obligation. (e) Participant is ultimately liable and responsible for, and, to the extent permitted by Applicable Law, agrees to indemnify and keep indemnified the Company Group from, all taxes owed in connection with the Award, regardless of any action any Company Group Member takes with respect to any tax withholding obligations that arise in connection with the Award. For purposes No Company Group Member makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding or vesting of the preceding sentence, each share Award or the subsequent sale of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingShares. The Company may from time Group does not commit and is under no obligation to time change (structure the Award to reduce or provide alternatives to) the method of eliminate Participant’s tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteliability.

Tax Withholding. The Company will assess its requirements regarding federal, state, and local income taxes, FICA taxes, and any other applicable taxes (“Tax Items”) in connection with the Restricted Stock. These requirements may change from time to time as laws or interpretations change. The Company will withhold Tax Items as required by law. Regardless of the Company’s actions in this regard, Gxxxxxx acknowledges and agrees that the ultimate liability for Tax Items is Gxxxxxx’s responsibility. Gxxxxxx acknowledges and agrees that the Company: makes no representations or undertakings regarding the treatment of any Tax Items in connection with any aspect of the Restricted Stock, including any subsequent sale of Shares acquired under the Plan; and does not commit to structure the terms of the Restricted Stock or any aspect of the Restricted Stock to reduce or eliminate liability for Tax Items. Notwithstanding anything herein to any contrary provision of this Award Agreement, no certificate representing the contrary, certificates for shares Shares of Restricted Stock that have vested shall not or book-entry Shares will be issued or delivered to the Grantee Grantee, unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company satisfactory arrangements (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary as determined by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations Committee) have been made by Grantee with respect to the shares payment of Restricted Stock that have vested (the “Tax Amount”) (unless income, employment, and other arrangements acceptable to taxes which the Company determines are to be withheld with respect to such Shares. The Committee, in its sole discretion have been made). Notwithstanding anything herein and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy such tax withholding obligation, in whole or in part (without limitation) by one or more of the following: (i) paying cash, (ii) delivering to the contraryCompany already vested and owned Shares having an aggregate Fair Market Value (as of the date the withholding is effected) equal to the amount required to be withheld, in or (ii) by authorizing the event that Company to hold back a number of Shares otherwise deliverable to Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, through such means as the Company may (but shall not be required to), determine in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with discretion (whether through a broker or otherwise) having an aggregate value equal to 150% Fair Market Value (as of the Tax Amount. For purposes of date the preceding sentence, each share of Restricted Stock shall be deemed to have a value withholding is effected) equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount amount required to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notewithheld.

Tax Withholding. Notwithstanding anything herein (a) The Grantee agrees that, subject to clause 6(b) below, no later than the contrary, certificates for shares date as of which the restrictions on the Restricted Stock that have vested shall not be delivered lapse with respect to all or any of the Restricted Stock covered by this Agreement, the Grantee unless and until the Grantee has delivered shall pay to the Executive Vice President, Human Resources of the Company (in cash or such other executive officer to the extent permitted by the Committee in its sole discretion, shares of Common Stock held by the Grantee whose fair market value is equal to the amount of the Company performing a similar function)Grantee’s tax withholding liability) any federal, at its corporate headquarters in New York, New York, cash paymentstate or local taxes of any kind required by law to be withheld, if any, deemed necessary with respect to the Restricted Stock for which the restrictions shall lapse. The Company or its subsidiaries shall, to the extent permitted by law, have the Company right to enable it deduct from any payment of any kind otherwise due to satisfy the Grantee any federal, foreign state or other tax withholding obligations local taxes of any kind required by law to be withheld with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingStock. The Company may from time refuse to time change instruct the transfer agent to release the shares of Common Stock or redeliver share certificates if the Grantee fails to comply with any withholding obligation. (or provide alternatives tob) If the method Grantee properly elects, within thirty (30) days of the Grant Date, to include in gross income for federal income tax withholding on purposes an amount equal to the fair market value as of the Grant Date of the Restricted Stock granted hereunder by notice pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, the Grantee shall pay to the GranteeCompany, it being understood that from and after or make other arrangements satisfactory to the Committee to pay to the Company, any federal, state or local taxes required to be withheld with respect to such notice shares. If the Grantee will fails to make such payments, the Company or its affiliates shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Grantee any federal, state or local taxes of any kind required by law to be bound by the method (or alternatives) specified in any withheld with respect to such noticeshares. The Company (in its sole and absolute discretion) may permit all refuse to instruct the transfer agent to release the shares or part of the Tax Amount redeliver share certificates if Grantee fails to be paid comply with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteany withholding obligation.

Tax Withholding. Notwithstanding anything herein (a) The Grantee agrees that, subject to clause 5(b) below, no later than the contrary, certificates for shares date as of which the restrictions on the Restricted Stock that have vested shall not be delivered lapse with respect to all or any of the Restricted Stock covered by this Agreement, the Grantee unless and until the Grantee has delivered shall pay to the Executive Vice President, Human Resources of the Company (in cash or such other executive officer to the extent permitted by the Committee, Shares held by the Grantee whose Fair Market Value on the day preceding the date the Restricted Stock vests is equal to the amount of the Company performing a similar function)Grantee's minimum tax withholding liability) any federal, at its corporate headquarters in New York, New York, cash paymentstate or local taxes of any kind required by law to be withheld, if any, deemed necessary with respect to the Restricted Stock for which the restrictions shall lapse. The Company or its affiliates shall, to the extent permitted by law, have the Company right to enable it deduct from any payment of any kind otherwise due to satisfy the Grantee any federal, foreign state or other tax withholding obligations local taxes of any kind required by law to be withheld with respect to the shares of Restricted Stock that have vested Stock. (b) If the “Tax Amount”) Grantee properly elects, within thirty (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (2030) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For Grant Date, to include in gross income for federal income tax purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value an amount equal to the average closing price of a share Fair Market Value as of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date Grant Date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, the Grantee shall pay to the GranteeCompany, it being understood that from and after or make other arrangements satisfactory to the Committee to pay to the Company in the year of such notice grant, any federal, state or local taxes required to be withheld with respect to such Shares. If the Grantee will be bound fails to make such payments, the Company or its affiliates shall, to the extent permitted by law, have the method (right to deduct from any payment of any kind otherwise due to the Grantee any federal, state or alternatives) specified in local taxes of any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount kind required by law to be paid withheld with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noterespect to such Shares.

Tax Withholding. Notwithstanding anything herein any other provision of this Agreement: (a) The Company Group has the authority to deduct or withhold, or require Participant to remit to the contraryapplicable Company Group Member, certificates an amount sufficient to satisfy any applicable federal, state, local and foreign taxes (including the employee portion of any FICA obligation) required by Applicable Law to be withheld with respect to any taxable event arising pursuant to this Agreement. The Company Group may withhold or Participant may make such payment in one or more of the forms specified below: (i) by cash or check made payable to the Company Group Member with respect to which the withholding obligation arises; (ii) by the deduction of such amount from other compensation payable to Participant; (iii) with respect to any withholding taxes arising in connection with the exercise of the Option, with the consent of the Administrator, by requesting that the Company withhold a net number of Shares issuable upon the exercise of the Option having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company Group based on the maximum statutory withholding rates in Participant’s applicable jurisdictions for shares federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income; (iv) with respect to any withholding taxes arising in connection with the exercise of Restricted Stock the Option, with the consent of the Administrator, by tendering to the Company vested Shares held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company Group based on the maximum statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income; (v) with respect to any withholding taxes arising in connection with the exercise of the Option, through the delivery of a notice that Participant has placed a market sell order with a broker acceptable to the Company with respect to Shares then issuable to Participant pursuant to the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company Group Member with respect to which the withholding obligation arises in satisfaction of such withholding taxes; provided that payment of such proceeds is then made to the applicable Company Group Member at such time as may be required by the Administrator, but in any event not later than the settlement of such sale; or (vi) in any combination of the foregoing. (b) With respect to any withholding taxes arising in connection with the Option, in the event Participant fails to provide timely payment of all sums required pursuant to Section 6.1(a), the Company shall have vested the right and option, but not the obligation, to treat such failure as an election by Participant to satisfy all or any portion of Participant’s required payment obligation pursuant to Section 6.1(a)(ii) or Section 6.1(a)(iii) above, or any combination of the foregoing as the Company may determine to be appropriate. The Company shall not be delivered obligated to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy deliver any federal, foreign or other tax withholding obligations certificate representing Shares issuable with respect to the shares exercise of Restricted Stock that the Option to, or to cause any such Shares to be held in book-entry form by, Participant or his or her legal representative unless and until Participant or his or her legal representative shall have vested paid or otherwise satisfied in full the amount of all federal, state, local and foreign taxes applicable with respect to the taxable income of Participant resulting from the exercise of the Option or any other taxable event related to the Option. (c) In the “Tax Amount”) (unless other arrangements event any tax withholding obligation arising in connection with the Option will be satisfied under Section 6.1(a)(iii), then the Company may elect to instruct any brokerage firm determined acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein for such purpose to sell on Participant’s behalf a whole number of Shares from those Shares then issuable upon the contrary, in exercise of the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, Option as the Company may (but shall not determines to be required to), in its sole discretion, at any time by notice appropriate to the Grantee, choose generate cash proceeds sufficient to satisfy the conditions outlined tax withholding obligation and to remit the proceeds of such sale to the Company Group Member with respect to which the withholding obligation arises. Participant’s acceptance of this Option constitutes Participant’s instruction and authorization to the Company and such brokerage firm to complete the transactions described in this Section 6.1(c), including the transactions described in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding previous sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingas applicable. The Company may from time refuse to time change (or provide alternatives to) issue any Shares to Participant until the method of foregoing tax withholding obligations are satisfied, provided that no payment shall be delayed under this Section 6.1(c) if such delay will result in a violation of Section 409A. (d) In the event of any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 6.1(a)(v) or Section 6.1(c) or the payment of the Exercise Price as provided in Section 4.4(c): (a) any Shares to be sold through a broker-assisted sale will be sold on the Restricted Stock granted hereunder by notice day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the Granteeextent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Price, it being understood the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that from the Company or its designee is under no obligation to arrange for such sale at any particular price, and after such notice that the Grantee will be bound by the method (or alternatives) specified in proceeds of any such noticesale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Price; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the applicable Company Group Member’s withholding obligation. (e) Participant is ultimately liable and responsible for, and, to the extent permitted by Applicable Law, agrees to indemnify and keep indemnified the Company Group from, all taxes owed in connection with the Option, regardless of any action any Company Group Member takes with respect to any tax withholding obligations that arise in connection with the Option. No Company Group Member makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or exercise of the Option or the subsequent sale of Shares. The Company (in its sole Group does not commit and absolute discretion) may permit all is under no obligation to structure the Option to reduce or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Granteeeliminate Participant’s secured promissory notetax liability.

Tax Withholding. Notwithstanding anything herein On or before the time you receive a distribution of the shares subject to your PSUs, or at any time thereafter as requested by the contraryCompany, certificates you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision in cash for shares of Restricted Stock that have vested shall not be delivered any sums required to satisfy the Grantee unless federal, state, local and until the Grantee has delivered to the Executive Vice President, Human Resources foreign tax withholding obligations of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters any Affiliate which arise in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations connection with respect to the shares of Restricted Stock that have vested your PSUs (the “Tax AmountWithholding Taxes”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedAdditionally, the Company may (but shall not be required to)may, in its sole discretion, at satisfy all or any time portion of the Withholding Taxes obligation relating to your PSUs by notice any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Grantee, choose Company; (ii) causing you to tender a cash payment; (iii) permitting you to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered under the Agreement to satisfy the conditions outlined in Withholding Taxes and whereby the immediately preceding sentence by unilaterally revoking FINRA Dealer irrevocably commits to forward the Grantee’s right proceeds necessary to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of satisfy the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal Withholding Taxes directly to the average closing price of a share of the Common Stock on the Nasdaq Global Market Company; or (or such other U.S. exchange or market on which the Common Stock is then primarily tradediv) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned from the shares of Common Stock issued or otherwise issuable to you in connection with the PSUs with a Fair Market Value (measured as of the date shares of Common Stock are issued to you pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Unless the tax withholding obligations of the Company and/or any Affiliate are satisfied, the Company shall have no obligation to deliver to you any Common Stock. In the event the Company’s obligation to withhold arises prior to the delivery to you of Common Stock or it is determined after the delivery of Common Stock to you that the amount of the Company’s withholding obligation was greater than the amount withheld by the GranteeCompany, or in installments (together with interest) evidenced you agree to indemnify and hold the Company harmless from any failure by the Grantee’s secured promissory noteCompany to withhold the proper amount.

Tax Withholding. Notwithstanding anything herein Whenever the Corporation proposes or is required to distribute Stock under the Plan, the Corporation may require the recipient to remit to the contraryCorporation an amount sufficient to satisfy any Federal, certificates state, local and non-U.S. tax withholding requirements prior to the delivery of any certificate for such shares or, in the discretion of the Committee, the Corporation may withhold from the shares to be delivered the number of shares sufficient to satisfy all or a portion of the minimum tax withholding obligation (or, in the discretion of the Corporation, to satisfy up to the maximum tax withholding obligation as may be permitted under applicable accounting standards that would not result in an Award otherwise classified as an equity award under FASB Accounting Standards Codification Topic 718 to be classified as a liability award under FASB Accounting Standards Codification Topic 718 as a result of the withholding of Stock with a Fair Market Value in excess of the minimum statutory tax withholding obligation). Whenever payments under the Plan are to be made in cash, such payments may be net of an amount sufficient to satisfy any Federal, state, local and non-U.S. tax withholding requirements. Any Award may provide that the Participant may elect, in accordance with any conditions set forth in such Award, to pay any withholding taxes in shares of Stock, provided that the Participant, by accepting the Award will be deemed to instruct and authorize the Corporation or its delegatee for such purpose to sell on his or her behalf a whole number of shares of Stock from those shares of Stock issuable to the Participant in payment of vested shares of Restricted Stock that have vested shall not or Restricted Stock Units as the Corporation or its delegatee determines to be delivered appropriate to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, generate cash payment, if any, deemed necessary by the Company to enable it proceeds sufficient to satisfy any federal, foreign or other the minimum tax withholding obligations with respect to the shares of Restricted Stock that have vested obligation (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contraryor, in the event that a Grantee has not satisfied discretion of the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedCorporation, the Company may (but shall not be required to), in its sole discretion, at any time by notice to satisfy up to the Grantee, choose maximum tax withholding obligation). This direction and authorization is intended to satisfy comply with the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number requirements of shares of Restricted Stock that have vested with an aggregate value equal to 150% Rule 10b5- 1(c)(1)(i)(B) of the Tax Amount. For purposes Exchange Act, and to be interpreted to comply with the requirements of Rule 10b5-1(c) of the preceding sentence, each share of Restricted Stock shall Exchange Act. Such shares will be deemed to have a value equal to the average closing price of a share of the Common Stock sold on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on day the Restricted Stock granted hereunder or Restricted Stock Units become vested, which is the date the tax withholding obligation arises, or as soon thereafter as practicable. Unless otherwise provided by notice the Committee, the Participant will be responsible for all brokerage fees and other costs of sale, and the Participant will agree to indemnify and hold the Corporation harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Participant’s tax withholding obligation (e.g., because of the need to sell whole shares), the Corporation or its delegatee may pay such excess in cash to the GranteeParticipant through payroll. The Corporation is under no obligation to arrange for such sale at any particular price. The Participant agrees to pay to the Corporation as soon as practicable, it being understood including through additional payroll withholding, any amount of the tax withholding obligation that from and after such notice the Grantee will be bound is not satisfied by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part sale of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notedescribed above.

Tax Withholding. Notwithstanding anything herein to You understand that you (and not the contraryCompany) shall be responsible for your own federal, certificates for shares state, local, or foreign tax liability and any of Restricted Stock your other tax consequences that have vested shall may arise as a result of this Award, and that you should rely solely on the determinations of your tax advisors or your own determinations, and not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (on any statements or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary representations by the Company or any of its agents with regard to enable it all tax matters. To the extent that the receipt, vesting or settlement of the Performance Shares, or disposition of any Shares acquired under your Award results in income to satisfy any you for national, federal, foreign state, local, foreign, or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedpurposes, the Company may deduct (but shall or require an Affiliate to deduct) from any payments of any kind otherwise due to you to satisfy such tax or other withholding obligations. Alternatively, the Company or its Affiliate may require you to pay to the Company or its Affiliate, in cash, promptly on demand, or make other arrangements satisfactory to the Company or its Affiliate regarding the payment of the withholding amount. At the Administrator’s discretion, you may be able to satisfy all or a portion of the withholding obligations arising in connection with this Award by electing to (i) have the Company or its Affiliate withhold Shares otherwise due to you upon settlement of this Award, (ii) tender back Shares received upon settlement of this Award, or (iii) deliver other previously owned Shares, in each case having a Fair Market Value equal to the amount to be withheld; provided that the amount to be withheld may not exceed the maximum statutory tax rate associated with the transaction. If an election is provided, the election must be required to)made on or before the date as of which the amount of tax to be withheld is determined and otherwise as the Administrator requires. In any case, the Company and its Affiliates may defer making payment or delivery under this Award until such withholding obligations are paid. Electronic Communications: The Company may, in its sole discretion, at decide to deliver any time by notice documents related to the Grantee, choose to satisfy the conditions outlined current or future participation in the immediately preceding sentence Plan by unilaterally revoking the Grantee’s right electronic means. By accepting this Award, you hereby consent to receive that number of shares of Restricted Stock that have vested with such documents by electronic delivery, and agree to participate in the Plan through an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (on-line or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to electronic system established and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound maintained by the method (Company or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned a third-party designated by the Grantee, or in installments (together with interest) evidenced by Company. You also agree that all on-line acknowledgements shall have the Grantee’s secured promissory notesame force and effect as a written signature.

Tax Withholding. Notwithstanding anything herein (a) It shall be a condition of the obligation of the Company to deliver Stock in settlement of RSUs, and the Employee agrees, that the Employee shall pay to the contraryCompany upon its demand, certificates such amount as may be requested by the Company for the purpose of satisfying its liability to withhold federal, state, or local income or other taxes incurred by reason of the award of the RSUs or the delivery of Stock in settlement of the RSUs. (b) If the Employee does not satisfy the withholding obligations prior to the Tax Date (as defined below) by paying sufficient cash to the Company or transferring ownership of a sufficient number of other shares of Restricted Stock to the Company as provided in Paragraph 10(c), then the withholding tax requirements arising from the settlement of RSUs shall be satisfied through a withholding by the Company of shares of Stock that have vested shall not would otherwise be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or Employee. In such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedevent, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive withhold that number of shares of Restricted Stock that have vested with an aggregate value equal would otherwise be delivered in settlement of RSUs, in each case, having a Fair Market Value (as such term is defined in the Plan) on the day prior to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value Date equal to the average closing price of amount required to be withheld as a share result of the Common Stock on settlement of RSUs. As used herein, “Tax Date” means the Nasdaq Global Market (or such other U.S. exchange or market date on which the Common Employee must include in his gross income for federal income tax purposes the fair market value of the Stock is then primarily tradeddelivered in settlement of the RSUs, over the purchase price therefor. (c) If the Employee desires to use cash or other shares of Stock to satisfy the withholding obligations set forth above, the Employee must: (i) make an election to do so in writing on a form provided by the Company, (ii) deliver such election form to the Company by the deadline specified by the Company, and (iii) deliver to the Company the required cash or other shares of Stock having a Fair Market Value on the five Tax Date (5as defined above) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice equal to the Granteeamount required to be withheld. (d) To the extent provided in the resolutions of the Committee awarding RSUs subject to this Agreement, it being understood that from and after such notice subject to applicable law, the Grantee will Employee shall be bound entitled to have amounts withheld in excess of the minimum amount required to be withheld by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteCompany.

Tax Withholding. Notwithstanding anything herein to the contrary, certificates for shares of Restricted Stock that have vested (a) The Company shall not be delivered obligated to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy deliver any federal, foreign or other tax withholding obligations certificate representing Shares issuable with respect to the shares RSUs or any cash payment in respect of Restricted Stock that the Dividend Equivalents to Participant or his or her legal representative unless and until Participant or his or her legal representative shall have vested paid or otherwise satisfied in full the amount of all federal, state, local and foreign taxes applicable with respect to the taxable income of Participant resulting from the vesting of the RSUs or the Dividend Equivalents, the distribution of the Shares issuable with respect thereto, the settlement of the Dividend Equivalents, or any other taxable event related to the RSUs or the Dividend Equivalents (the “Tax AmountWithholding Obligation”). (b) Unless Participant elects to satisfy the Tax Withholding Obligation by some other means in accordance with clause (unless other arrangements c) below, prior to the time the Tax Withholding Obligation arises, Participant’s acceptance of this Award constitutes Participant’s instruction and authorization to the Company to, and the Company shall, withhold a net number of vested Shares otherwise issuable pursuant to the RSUs having a then-current Fair Market Value not exceeding the amount necessary to satisfy the Tax Withholding Obligation of the Company and its Affiliates with respect to the vesting or distribution of the RSUs based on the minimum applicable statutory withholding rates. In the event Participant’s Tax Withholding Obligation will be satisfied under this Section 1.2(b), then the Company may elect to instruct any brokerage firm determined acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein for such purpose to sell on Participant’s behalf a whole number of shares from those Shares issuable to Participant upon settlement of the RSUs as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy Participant’s Tax Withholding Obligation with respect to the contraryvesting or distribution of the RSUs. Participant’s acceptance of this Award constitutes Participant’s instruction and authorization to the Company and such brokerage firm to complete the transactions described above, including the transactions described in the event that previous sentence, as applicable. Any Shares to be sold at the Company’s direction through a Grantee has not satisfied broker-assisted sale will be sold on the conditions outlined day the Tax Withholding Obligation with respect to the vesting or distribution of the RSUs arises or as soon thereafter as practicable. The Shares may be sold as part of a block trade with other participants of the Plan in which all participants receive an average price. Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the immediately preceding sentence within twenty (20) days after Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the shares extent the proceeds of Restricted Stock have vestedsuch sale exceed Participant’s Tax Withholding Obligation with respect to the vesting or distribution of the RSUs, the Company agrees to pay such excess in cash to Participant as soon as practicable. Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may (but shall not be required to), in its sole discretion, at sufficient to satisfy Participant’s Tax Withholding Obligation. (c) At any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the not less than five (5) trading business days up before any Tax Withholding Obligation arises, Participant may elect to satisfy the Tax Withholding Obligation by delivering to the Company an amount that the Company determines is sufficient to satisfy the Tax Withholding Obligation in one or more of the forms specified below: (i) by the deduction of such amount from other compensation payable to Participant; (ii) by tendering vested Shares owned by Participant having a then-current Fair Market Value not exceeding the amount necessary to satisfy the Tax Withholding Obligation of the Company and including its Affiliates based on the date minimum applicable statutory withholding rates; or (iii) through the delivery of vesting. The a notice that Participant has placed a market sell order with a broker acceptable to the Company with respect to the Shares issuable pursuant to the RSUs then vesting and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company or its Affiliate with respect to which the Tax Withholding Obligation arises in satisfaction of such obligation; provided that payment of such proceeds is then made to the Company or the applicable Affiliate at such time as may from time to time change be required by the Board (or provide alternatives to) any Committee to which administration of the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound Plan has been delegated by the method (or alternatives) specified Board), but in any event not later than the settlement of such notice. The Company sale; or (iv) in its sole and absolute discretion) may permit all or part any combination of the foregoing. (d) To the maximum extent permitted by applicable law, the Company further has the authority to deduct or withhold such amount as is necessary to satisfy any Tax Amount Withholding Obligation from other compensation payable to be paid Participant with shares respect to any taxable event arising from vesting of Common Stock owned by the GranteeRSUs or the Dividend Equivalents, the receipt of the Shares upon settlement of the RSUs or in installments (together with interest) evidenced by the Grantee’s secured promissory notesettlement of the Dividend Equivalents.

Tax Withholding. Notwithstanding anything herein (i) A Participant shall be required to the contrary, certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable pay to the Company or one or more of its Subsidiaries, as applicable, an amount in cash (by check or wire transfer) equal to the aggregate amount of any income, employment, and/or other applicable taxes that are statutorily required to be withheld in respect of an Award. Alternatively, the Company or any of its Subsidiaries may elect, in its sole discretion have been made). Notwithstanding anything herein discretion, to satisfy this requirement by withholding such amount from any cash compensation or other cash amounts owing to a Participant. (ii) Without limiting the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedforegoing, the Company Committee may (but shall is not be required obligated to), in its sole discretion, permit or require a Participant to satisfy all or any portion of the minimum income, employment, and/or other applicable taxes that are statutorily required to be withheld with respect to an Award by: (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest) that have been both held by the Participant and vested for at any least six months (or such other period as established from time to time by notice the Committee in order to avoid adverse accounting treatment under applicable accounting standards) having an aggregate Fair Market Value equal to such minimum statutorily required withholding liability (or portion thereof); or (B) having the GranteeCompany withhold from the shares of Common Stock otherwise issuable or deliverable to, choose to satisfy or that would otherwise be retained by, the conditions outlined in Participant upon the immediately preceding sentence by unilaterally revoking grant, exercise, vesting, or settlement of the Grantee’s right to receive that Award, as applicable, a number of shares of Restricted Common Stock that have vested with an aggregate value Fair Market Value equal to 150% an amount, subject to clause (iii) below, not in excess of such minimum statutorily required withholding liability (or portion thereof). (iii) The Committee, subject to its having considered the Tax Amount. For purposes applicable accounting impact of the preceding sentenceany such determination, each share of Restricted Stock shall be deemed has full discretion to allow Participants to satisfy, in whole or in part, any additional income, employment, and/or other applicable taxes payable by them with respect to an Award by electing to have a value equal to the average closing price of a share of Company withhold from the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Granteeotherwise issuable or deliverable to, or that would otherwise be retained by, a Participant upon the grant, exercise, vesting, or settlement of the Award, as applicable, shares of Common Stock having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding liability (but such withholding may in installments (together with interestno event be in excess of the maximum statutory withholding amount(s) evidenced by the Granteein a Participant’s secured promissory noterelevant tax jurisdictions).

Tax Withholding. Notwithstanding anything herein to (a) No later than the contrary, certificates date as of which an amount first becomes includable in the Participant’s gross income for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other federal income tax withholding obligations purposes with respect to the shares of Restricted Stock that have vested (Stock, the “Tax Amount”) (unless other Participant shall pay to the Company, or make arrangements acceptable satisfactory to the Company in its sole discretion have been made)regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Notwithstanding anything herein The obligations of the Company under this Agreement and the Plan, including the obligation to release from custody the Restricted Stock upon the expiration of the Restriction Period, shall be conditional on the Participant making such payment or arrangements, and the Company and any Affiliate shall, to the contraryextent permitted by law, in have the event that right to deduct any such taxes from any payment otherwise due to the Participant. (b) The Participant shall be permitted to satisfy the Company’s tax withholding requirements by either (i) delivering shares of previously owned Common Stock or (ii) having the Company withhold a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after portion of the shares of Restricted Common Stock have vestedotherwise deliverable pursuant to this Agreement, in either case having a fair market value (as determined by the Committee) on the date income is recognized by the Participant equal to the amount needed to satisfy any withholding obligations, provided that the amount of Shares withheld or delivered may not exceed the total maximum statutory withholding obligations associated with the transaction to the extent needed for the Company may (but shall not be required to), in its sole discretion, at any time by notice to avoid an accounting charge. If the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Common Stock that have vested with an aggregate value equal determined pursuant to 150% of the Tax Amount. For purposes of the preceding sentencesentence shall include a fractional share, each share then the number of Restricted Stock shares delivered to, or withheld by, the Company shall be deemed rounded up to have a value the next highest whole number and the Company shall deliver to the Participant cash in an amount equal to the average closing price of a share then fair market value (as determined by the Committee) of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares fractional share of Common Stock owned by delivered or withheld in excess of the Granteeamount needed to satisfy any withholding obligations, or in installments (together with interest) evidenced by unless the Grantee’s secured promissory noteParticipant makes other arrangements satisfactory to the Company for payment of such amount.

Tax Withholding. Notwithstanding anything herein to (a) It shall be a condition of the contrary, certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources obligation of the Company (to issue or such other executive officer of release from the segregated account Restricted Stock to the Participant, and the Participant agrees, that the Participant shall pay to the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary upon demand such amount as may be requested by the Company for the purpose of satisfying its liability to enable it to satisfy any withhold federal, foreign state, or local income or other tax withholding obligations taxes incurred by reason of the award of the Restricted Stock or as a result of the termination of the restrictions on such Stock hereunder. (b) If the Participant does not make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to the shares of Restricted Stock that awarded hereunder, the Participant may satisfy the Company’s withholding tax requirements by electing to have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive withhold that number of shares of Restricted Stock that have vested with an aggregate value equal otherwise deliverable to 150% the Participant from the segregated account hereunder or to deliver to the Company a number of shares of Stock, in each case, having a Fair Market Value (as defined in the Plan) on the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value Date (as defined below) equal to the average closing price of minimum amount required to be withheld as a share result of the Common Stock termination of the restrictions on such Restricted Stock. The election must be made in writing and must be delivered to the Nasdaq Global Market (Company prior to the Tax Date. If the number of shares so determined shall include a fractional share, the Participant shall deliver cash in lieu of such fractional share. All elections shall be made in a form approved by the Committee and shall be subject to disapproval, in whole or such other U.S. exchange or market in part, by the Committee. As used herein, “Tax Date” means the date on which the Common Stock is then primarily traded) on Participant must include in his or her gross income for federal income tax purposes the five (5) trading days up to and including the date fair market value of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to over the Granteepurchase price therefor, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteif any.

Tax Withholding. Notwithstanding anything herein The Company shall have the right to deduct from any compensation due the contraryGrantee from the Company any federal, certificates for shares state, local or foreign taxes required by the law of any jurisdiction to be withheld in connection with the grant of Restricted Stock that have vested shall not be delivered to Units, the Grantee unless and until issuance of Shares or the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares vesting of Restricted Stock Units pursuant to this Agreement. The Company shall retain Shares otherwise deliverable on the Settlement Date in an amount sufficient to satisfy the amount of tax required to be withheld provided that have vested (such amounts shall not exceed the “statutorily required maximum withholding. The determination of the number of Shares retained for this purpose shall be based on the Fair Market Value of the Shares. Tax Amount”) (unless other arrangements acceptable withholding shall be calculated based on the Fair Market Value of the Shares on the Settlement Date. In the event that the retention of Shares to satisfy withholding taxes would otherwise result in the delivery of a fractional Share, the Company will round up to the Company in its sole discretion have been made). Notwithstanding anything herein next whole Share and apply the value of the fractional Share to the contraryrecipient's tax obligations or, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedalternative, the Company may (but make such other arrangements to avoid the issuance of a fractional Share as may be permitted by law. No Shares shall not be required to), in its sole discretion, at any time by notice transferred to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that Grantee hereunder until such time as all applicable withholding taxes have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingbeen satisfied. The Company may from time to time change (or provide alternatives to) the method of will not retain Shares as described herein unless tax withholding on applies under the laws of the local jurisdiction. To the extent that the amounts payable to the Grantee are insufficient for such withholding, it shall be a condition to the issuance of Shares or the grant or vesting of the Restricted Stock granted hereunder by notice Units, as the case may be, that the Grantee shall pay such taxes or make provisions that are satisfactory to the Grantee, it being understood that from and after such notice Company for the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notepayment thereof.

Tax Withholding. Notwithstanding anything herein (a) As a condition precedent to the contrary, certificates for issuance or delivery of any shares of Restricted Stock that have vested subject to the Award, the Employee shall, upon request by the Company, pay to the Company such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the "Required Tax Payments") with respect to the Award. If the Employee shall not fail to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, withhold whole shares of Stock which would otherwise be delivered to the Grantee unless and until Employee pursuant to the Grantee has Award, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with the Award (the "Tax Date") in an amount necessary to satisfy any such obligation. (b) The Employee may elect to satisfy his or her obligation to advance the Required Tax Payments by any of the following means: (1) a cash payment to the Company, (2) delivery to the Company of whole shares of Stock the aggregate Fair Market Value of which shall be determined as of the Tax Date, (3) authorizing the Company to withhold whole shares of Stock which would otherwise be delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect Employee pursuant to the shares Award the aggregate Fair Market Value of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but which shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% determined as of the Tax AmountDate or (4) any combination of (1), (2) and (3). For purposes If the Employee is subject to section 16 of the preceding sentenceExchange Act, each share the Committee may require that the method of Restricted satisfying such an obligation be in compliance with section 16 of the Exchange Act and the rules and regulations thereunder. Shares of Stock shall to be deemed to delivered or withheld may not have a value equal to an aggregate Fair Market Value in excess of the average closing price amount determined by applying the minimum statutory withholding rate. Any fraction of a share of Stock which would be required to pay the Common Stock on Required Tax Payments shall be disregarded and the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will remaining amount due shall be bound paid in cash by the method (or alternatives) specified in any such noticeEmployee. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with No shares of Common Stock owned by shall be delivered until the Grantee, or Required Tax Payments have been satisfied in installments (together with interest) evidenced by the Grantee’s secured promissory notefull.

Tax Withholding. Notwithstanding anything herein to the contrary, certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function)Company, at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global National Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock that have been owned by the GranteeGrantee for at least six months, or in installments (together with interest) evidenced by the Grantee’s secured promissory note.

Tax Withholding. Notwithstanding anything herein to The Corporation shall reasonably determine the contrary, certificates for shares amount of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign state, local, foreign, provincial or other tax withholding obligations income, employment, or other taxes which the Corporation or any of its Subsidiaries may reasonably be obligated to withhold with respect to the shares grant, vesting or other event with respect to the Stock Units. If such withholding event occurs in connection with the distribution of Restricted Common Shares in respect of the Stock Units and subject to compliance with all applicable laws, the Grantee hereby agrees that have vested the appropriate number of whole shares, valued at their then fair market value (with the “Tax Amountfair market value” of such shares determined in accordance with the applicable provisions of Section 5.6 of the Sphere 3D Corp. 2015 Performance Incentive Plan (or the corresponding provisions of a successor plan thereto)), to satisfy any withholding obligations of the Corporation or its Subsidiaries with respect to such distribution at the minimum applicable withholding rates (such number of shares, the “Minimum Withholding Shares”) shall automatically be sold by or on behalf of the Grantee on the open market and the proceeds of such sale shall be promptly remitted to the Corporation to satisfy such tax withholding obligations. In the event the Grantee has (unless other arrangements prior to the applicable Vesting Date) entered into an irrevocable arrangement (on terms reasonably acceptable to the Company Corporation) with a third-party broker to use the proceeds of a sale of Common Shares on the market to provide for tax withholding in its sole discretion have been made). Notwithstanding anything herein connection with any payment of the Stock Units and has provided the terms of such arrangement to the contrary, in the event that Corporation (a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested“Broker Arrangement”), the Company may (but shall not be required to), in its sole discretionGrantee and the Corporation agree that, at any the time by notice of such payment of the Stock Units, the Corporation will deliver to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that designated broker a number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value whole Common Shares equal to the average closing price of a share Minimum Withholding Shares. If there is no such Broker Arrangement in place on the applicable Vesting Date, such sale of the Common Stock on Minimum Withholding Shares shall be conducted through a broker designated by the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingCorporation. The Company Grantee shall execute such documents as may from time reasonably be requested by the Corporation or the broker, as applicable, in order to time change (or provide alternatives to) implement such transactions and shall otherwise comply with the method of tax administrative rules and procedures established by the Corporation with respect to such transactions. If, however, any withholding on the Restricted Stock granted hereunder by notice event occurs with respect to the Grantee, it being understood that from and after such notice Stock Units other than in connection with the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part distribution of the Tax Amount to be paid with shares of Common Stock owned by in respect of the GranteeStock Units, or in installments (together with interest) evidenced if the Corporation’s withholding obligations cannot be satisfied by such market sale or such withholding and reacquisition of shares as described above because such a sale, withholding or reacquisition, as the Grantee’s secured promissory notecase may be, would cause the Corporation to violate applicable law, the Corporation shall be entitled to require a cash payment by or on behalf of the Grantee and/or to deduct from other compensation payable to the Grantee the amount of any such withholding obligations.

Tax Withholding. Notwithstanding anything herein The Company is authorized to pay or withhold and pay over to the contraryU.S. Internal Revenue Service, certificates or to any other relevant taxing authority, (i) such amounts as the Company is required to pay or withhold and pay over pursuant to the Code or any other Applicable Law in respect of any Shareholder (including (x) to satisfy any outstanding tax liability of a Shareholder or (y) any such amounts withheld against the Company with respect to a Shareholder), (ii) such portion of any amounts in connection with an audit for shares which the Company is liable and that the Manager determines, in its reasonable discretion, is attributable to such Shareholder or that result from such Shareholder’s status, actions or inactions, and (iii) any amounts that the Manager reasonably determines should be paid or withheld and paid by the Company pursuant to Section 1446(f) of Restricted Stock the Code. The Manager shall allocate any such amounts paid or withheld and paid to the Shareholders in respect of whom such amount was paid or withheld and paid and shall treat such amounts as actually distributed to such Shareholders. To the extent any such payment or withholding exceeds any Shareholder’s share of distributions or proceeds, or to the extent the Manager fails for any reason to withhold any amounts required to be withheld as set forth in this Section 8.05(d), each Shareholder further agrees to indemnify the Company in full for any amounts required to be paid or withheld and paid in respect of or that have vested is attributable to such Shareholder (including, without limitation, any interest, penalties and expenses associated with such payments), and each Shareholder shall promptly upon notification of an obligation to indemnify the Company pursuant to this Section 8.05 make a cash payment to the Company equal to the full amount to be indemnified. This Section 8.05(d) shall survive and continue in full force in accordance with its terms notwithstanding any termination of this Agreement or the dissolution of the Company and no current or former Shareholder shall be released from any obligations pursuant to this Section 8.05(d) as a result of any Transfer of its Company Securities (in whole or in part) or withdrawal from the Company. Notwithstanding the foregoing, a Shareholder shall not be delivered required to indemnify the Grantee unless Company, and until the Grantee has delivered Manager shall instead indemnify the Company, with respect to the Executive Vice Presidentsuch interest, Human Resources penalties, additions to tax or additional amounts that are imposed as a result of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary failure by the Company to enable it to satisfy any federal, foreign or other withhold tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable such Shareholder due to the Company in its sole discretion have been made). Notwithstanding anything herein to the contraryManager’s fraud, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (willful misconduct or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noterecklessness.

Tax Withholding. Notwithstanding anything herein any other provision of this Agreement: (a) The Company and its Subsidiaries have the authority to deduct or withhold, or require Participant to remit to the contraryCompany or the applicable Subsidiary, certificates for shares an amount sufficient to satisfy applicable federal, state, local and foreign taxes (including Participant’s social security, Medicare and any other employment tax obligation) required by law to be withheld with respect to any taxable event arising from the receipt of Restricted Stock that have vested shall not be delivered the Shares upon settlement of the RSUs. Participant may satisfy the tax withholding obligation in one or more of the forms specified below, subject to section 10.2 of the Plan: (i) by cash or check made payable to the Grantee unless and until Company or the Grantee has delivered Subsidiary with respect to which the tax withholding obligation arises; (ii) by the deduction of such amount from other compensation payable to Participant; (iii) with the consent of the Committee, by requesting that the Company withhold a net number of vested Shares otherwise issuable pursuant to the Executive Vice President, Human Resources RSUs having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company and its Subsidiaries based on the minimum applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes; (or such other executive officer iv) with the consent of the Committee, by tendering vested shares of Stock having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company performing and its Subsidiaries based on the minimum applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes; (v) with the consent of the Committee, through the delivery of a similar functionnotice that Participant has placed a market sell order with a broker acceptable to the Company with respect to the Shares issuable pursuant to the RSUs then vesting, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company or the Subsidiary with respect to which the withholding obligation arises in satisfaction of such withholding taxes; provided that payment of such proceeds is then made to the Company or the applicable Subsidiary at such time as may be required by the Committee, but in any event not later than the settlement of such sale; or (vi) in any combination of the foregoing. (b) Unless Participant elects to provide timely payment of all sums required pursuant to Section 2.2(a), the Company and its Subsidiaries shall have the right, but not the obligation, to treat such failure as an election by Participant to satisfy all or any portion of Participant’s required payment obligation pursuant to Section 2.2(a)(ii) or Section 2.2(a)(iii) above, or any combination of the foregoing as the Company or its Subsidiaries may determine to be appropriate. If Participant is subject to Section 16 of the Exchange Act at its corporate headquarters in New Yorkthe time the tax withholding obligation arises, New York, cash payment, if any, deemed necessary the prior approval of the Committee shall be required for any election by the Company to enable it satisfy all or any portion of Participant’s required payment obligation pursuant to satisfy Section 2.2(a)(iii) above pursuant to this Section 2.2(b). (c) The Company shall not be obligated to deliver any federal, foreign or other tax withholding obligations certificate representing Shares issuable with respect to the shares RSUs to Participant or his legal representative unless and until Participant or his legal representative shall have paid or otherwise satisfied in full the amount of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable all federal, state, local and foreign taxes applicable with respect to the Company in its sole discretion have been made). Notwithstanding anything herein taxable income of Participant resulting from the grant of the RSUs, the distribution of the Shares issuable with respect thereto, or any other taxable event related to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteRSUs.

Tax Withholding. Notwithstanding anything herein (a) The Participant shall pay to the contraryCompany promptly upon request, certificates and in any event at the time the Participant recognizes taxable income in respect of the Restricted Stock (whether in connection with the grant or vesting of the Restricted Stock, the making of an election under Section 83(b) of the Code in connection with the grant of the Restricted Stock as described in Section 2(a) or otherwise), an amount equal to the taxes the Company determines it is required to withhold under applicable tax laws with respect to the Restricted Stock. Such payment may be made by any of, or a combination of, the following methods: (i) cash or check; (ii) out of the Participant’s current compensation; (iii) if permitted by the Committee in its discretion, surrender of other shares of Common Stock of the Company which (a) in the case of shares initially acquired from the Company (upon exercise of a stock option or otherwise), have been owned by the Participant for such period (if any) as may be required to avoid a charge to the Company’s earnings, and (b) have a Fair Market Value on the date of surrender equal to the amount required to be withheld; or (iv) if permitted by the Committee in its discretion, by electing to have the Company withhold or otherwise reacquire from the Participant Shares of Restricted Stock that vest pursuant to the terms hereof having a Fair Market Value equal to the minimum statutory amount required to be withheld in connection with the vesting of such Shares. For these purposes, the Fair Market Value of the Shares to be withheld or repurchased, as applicable, shall be determined on the date that the amount of tax to be withheld is to be determined (the “Tax Date”). (b) All elections by the Participant to have shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (withheld or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it repurchased to satisfy any federal, foreign or other tax withholding obligations shall be made in writing in a form acceptable to the Committee and shall be subject to the following restrictions: (i) the election must be made on or prior to the applicable Tax Date; (ii) once made, the election shall be irrevocable as to the particular Shares as to which the election is made; (iii) all elections shall be subject to the consent or disapproval of the Committee; and (iv) if the Participant is subject to Section 16 of the Exchange Act, the election must comply with the applicable provisions of Rule 16b-3 promulgated under the Exchange Act and shall be subject to such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. (c) The Participant hereby acknowledges that he or she may file an election pursuant to Section 83(b) of the Code to be taxed currently on the fair market value of the shares of Restricted Stock (less any purchase price paid for the shares), provided that have vested such election must be filed with the Internal Revenue Service no later than thirty (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (2030) days after the shares grant of such Restricted Stock. The Participant will seek the advice of his or her own tax advisors as to the advisability of making such a Section 83(b) election, the potential consequences of making such an election, the requirements for making such an election, and the other tax consequences of the Restricted Stock have vestedaward under federal, the Company state, and any other laws that may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingapplicable. The Company may from time to time change (or provide alternatives to) the method of and its affiliates and agents have not and are not providing any tax withholding on the Restricted Stock granted hereunder by notice advice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteParticipant.

Tax Withholding. Notwithstanding anything herein any other provision of this Agreement: (a) The Company and its Subsidiaries have the authority to deduct or withhold, or require Participant to remit to the contraryCompany or the applicable Subsidiary, certificates for shares an amount sufficient to satisfy any applicable federal, state, local and foreign taxes (including income tax, employees’ (and at the discretion of Restricted Stock that have vested shall not the Company, employer’s) National Insurance contributions, social security contributions and the employee portion of any FICA obligation, or any equivalent taxes in any jurisdiction) required by law to be delivered withheld, paid or otherwise arising with respect to any taxable event arising pursuant to this Agreement, including the grant, vesting or exercise of the SARs, the settlement of the SARs on exercise in either Shares or cash and the sale of any of the Shares (any a “Tax Liability”). The Company and its Subsidiaries may withhold or Participant may make such payment in one or more of the forms specified below: (i) by cash or check made payable to the Grantee unless and until Company or the Grantee has delivered Subsidiary with respect to which the Executive Vice President, Human Resources withholding obligation arises; (ii) by the deduction of the Company such amount from other compensation payable to Participant; (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary iii) by the Company to enable it to satisfy any federalwithholding a net number of Shares issuable upon the exercise of the SARs having a then current Fair Market Value or, foreign or other tax withholding obligations if the SARs are settled in cash, an amount of the cash payment made with respect to the shares SARs, in each case not exceeding the amount necessary to satisfy the Tax Liability based on the minimum applicable statutory rates for such Tax Liability or such other rate as does not result in adverse accounting consequences for the Company; (iv) with the consent of Restricted Stock the Administrator, by tendering to the Company Shares having a then current Fair Market Value not exceeding the amount necessary to satisfy the Tax Liability based on the minimum applicable statutory rates for such Tax Liability or such other rate as does not result in adverse accounting consequences for the Company; (v) if the Administrator determines to settle the SARs in Shares, through the delivery of a notice that have vested (the “Tax Amount”) (unless other arrangements Participant has placed a market sell order with a broker acceptable to the Company in its sole discretion have with respect to any Shares then issuable to Participant upon exercise of the SARs, and that the broker has been made). Notwithstanding anything herein directed to pay a sufficient portion of the net proceeds of the sale to the contraryCompany or the Subsidiary with respect to which the Tax Liability arises in satisfaction of such Tax Liability; provided that payment of such proceeds is then made to the Company or the applicable Subsidiary at such time as may be required by the Administrator, but in any event not later than the settlement of such sale; or (vi) in any combination of the foregoing. (b) The Company shall not be obligated to deliver any cash or any certificate representing Shares issuable with respect to the exercise of the SARs to, or to cause any such Shares to be held in book-entry form by, Participant or his or her legal representative unless and until Participant or his or her legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, local and foreign taxes applicable with respect to the taxable income of Participant resulting from the exercise of the SARs or any other taxable event related to the SARs; provided, however, that no payment shall be delayed under this Section 4.5(b) if such delay would result in a violation of Section 409A. (c) With respect to any Tax Liability arising in connection with the SARs, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares Participant fails to provide timely payment of Restricted Stock have vestedall sums required pursuant to Section 4.5(a), the Company shall have the right and option, but not the obligation, to treat such failure as an election by Participant to satisfy all or any portion of Participant’s required payment obligation pursuant to Section 4.5(a)(ii) or Section 4.5(a)(iii) above, or any combination of the foregoing as the Company may determine to be appropriate. (but shall not d) In the event any Tax Liability arising in connection with the SARs will be required tosatisfied under Section 4.5(a)(iii), in its sole discretion, at then the Company may elect to instruct any time by notice brokerage firm determined acceptable to the Grantee, choose Company for such purpose to sell on Participant’s behalf a whole number of shares from those Shares then issuable upon the exercise of the SARs as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the conditions outlined Tax Liability and to remit the proceeds of such sale to the Company or the Subsidiary. Participant’s acceptance of this Award constitutes Participant’s instruction and authorization to the Company and such brokerage firm to complete the transactions described in this Section 4.5(d). In the event of any such broker-assisted sale of Shares: (a) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation arises, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other participants in the Sub-Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable Tax Liability, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable Tax Liability; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable Tax Liability, Participant agrees to pay immediately preceding sentence by unilaterally revoking upon demand to the Grantee’s right Company or the Subsidiary an amount in cash sufficient to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% satisfy any remaining portion of the Tax AmountLiability. (e) Participant is ultimately liable and responsible for and indemnifies the Company and each Subsidiary against all Tax Liability arising in connection with the SARs, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the SARs. For purposes Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any Tax Liability in connection with the awarding, vesting or exercise of the preceding sentence, each share SARs or the subsequent sale of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingShares. The Company may from time and the Subsidiaries do not commit and are under no obligation to time change (structure the SARs to reduce or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in eliminate any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteLiability.

Tax Withholding. Notwithstanding anything herein to the contraryany other provision of this Agreement: (a) Upon vesting and settlement of Participant’s RSUs, certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy shall instruct any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements brokerage firm determined acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein for such purpose to sell on Participant’s behalf a whole number of Shares from those Shares that are subject to the contraryAward as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy any applicable federal, provincial, state, local and foreign taxes (including, including, without limitation, the employee portion of any FICA obligation) required by Applicable Law to be withheld, and to remit the proceeds of such sale to the Company Group Member with respect to which the withholding obligation arises. Participant’s acceptance of this Award constitutes Participant’s instruction and irrevocable authorization to the Company and such brokerage firm to complete the transactions described in this Section 2.5(a), including the transactions described in the previous sentence, as applicable. In the event of the occurrence of any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in this Section 2.5(a): (i) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation arises, or as soon thereafter as practicable; (ii) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (iii) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (iv) to the extent the proceeds of such sale exceed the applicable tax withholding obligation, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (v) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation; and (vi) in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares proceeds of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose such sale are insufficient to satisfy the conditions outlined applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member with respect to which the withholding obligation arises, an amount in the immediately preceding sentence by unilaterally revoking the Grantee’s right cash sufficient to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% satisfy any remaining portion of the Tax Amountapplicable Company Group Member’s withholding obligation. (b) Participant is ultimately liable and responsible for, and, to the extent permitted by Applicable Law, agrees to indemnify and keep indemnified the Company Group from, all taxes owed in connection with the Award, regardless of any action any Company Group Member takes with respect to any tax withholding obligations that arise in connection with the Award. For purposes No Company Group Member makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or settlement of the preceding sentence, each share Award or the subsequent sale of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingShares. The Company may from time Group does not commit and is under no obligation to time change (structure the Award to reduce or provide alternatives to) the method of eliminate Participant’s tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteliability.

Tax Withholding. Notwithstanding anything herein (a) The Grantee agrees that, subject to clause 5(b) below, no later than the contrary, certificates for shares date as of which the restrictions on the Restricted Stock that have vested shall not be delivered lapse with respect to all or any of the Restricted Stock covered by this Agreement, the Grantee unless and until the Grantee has delivered shall pay to the Executive Vice President, Human Resources of the Company (in cash or such other executive officer to the extent permitted by the Committee, Shares held by the Grantee whose Fair Market Value on the day preceding the date the Restricted Stock vests is equal to the amount of the Company performing a similar function)Grantee's tax withholding liability) any federal, at its corporate headquarters in New York, New York, cash paymentstate or local taxes of any kind required by law to be withheld, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares Restricted Stock for which the restrictions shall lapse. The Company or its affiliates shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Grantee any federal, state or local taxes of any kind required by law to be withheld with respect to the Shares of Restricted Stock that have vested Stock. (b) If the “Tax Amount”) Grantee properly elects, within thirty (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (2030) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For Grant Date, to include in gross income for federal income tax purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value an amount equal to the average closing price of a share Fair Market Value as of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date Grant Date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, the Grantee shall pay to the GranteeCompany, it being understood that from and after or make other arrangements satisfactory to the Committee to pay to the Company in the year of such notice grant, any federal, state or local taxes required to be withheld with respect to such Shares. If the Grantee will be bound fails to make such payments, the Company or its affiliates shall, to the extent permitted by law, have the method (right to deduct from any payment of any kind otherwise due to the Grantee any federal, state or alternatives) specified in local taxes of any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount kind required by law to be paid withheld with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noterespect to such Shares.

Tax Withholding. Notwithstanding anything herein CNT or an Affiliate may be obligated or permitted to withhold or pay federal, state, and local income taxes, social security taxes, national insurance contributions, or other taxes upon the contrary, certificates for shares vesting of Shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice PresidentStock, Human Resources or upon an election made under Section 83(b) of the Company (Code. If CNT or an Affiliate is required or permitted to withhold or pay such other executive officer taxes, the Employee will promptly pay in cash upon demand to CNT or the Affiliate, such amounts as shall be necessary to satisfy or fund CNT or the Affiliate; provided, however, that in lieu of the Company performing all or any part of such a similar function), at its corporate headquarters in New York, New York, cash payment, if anythe Committee may, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), permit the Employee to elect to cover all or any part of the withholdings or payments, and to cover any additional withholdings or payments up to the amount needed to cover the Employee's full federal, state, and local tax with respect to income arising upon the vesting of Shares of Restricted Stock, or upon an election made under Section 83(b) of the Code, through a reduction of the number of Common Shares delivered upon such vesting or through a subsequent return to CNT of shares delivered upon such vesting, in its sole discretioneach case valued in the same manner as used in computing the taxes under the applicable laws. Further, at any time by notice such elections may be subject to the Granteelimitations of the Exchange Act. The Company or the Affiliate may deduct such withholdings or an amount sufficient to cover such payments from subsequent earnings payable to Employee. To the extent that the Company or the Affiliate cannot (or does not) make the deductions, choose to satisfy the conditions outlined Employee or person becoming vested in the immediately preceding sentence by unilaterally revoking unrestricted Shares or making the Grantee’s right election made under Section 83(b) of the Code shall enter into such other arrangements for the individual to receive that number reimburse the Company or the Affiliate for the amount of shares the tax liability as the Company shall require, and the Company may make the individual's agreement to such arrangements a condition of the vesting in the Shares of Restricted Stock that have vested with an aggregate value equal to 150% or the receipt of unrestricted Shares under the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notePlan.

Tax Withholding. Notwithstanding anything herein (a) In order to comply with all applicable federal, state, and local tax withholding laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state, and local payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant. (b) In accordance with the terms of the Plan, and such rules as may be adopted by the Committee under the Plan, Participant may elect to satisfy Participant's federal, state, and local tax obligations arising from the receipt of, or the lapse of restrictions relating to, the Performance Shares, by any of the following means or by a combination of such means set forth below. If the Participant fails to notify the Company of his or her election, the Company will withhold shares of Common Stock as described in paragraph (ii), below. (i) Tendering a payment to the contraryCompany in the form of cash, certificates for check (bank check, certified check or personal check) or money order payable to the Company; (ii) Authorizing the Company to withhold from the shares of Restricted Common Stock that have vested shall not otherwise to be delivered to the Grantee unless and until Participant a number of such shares having a Fair Market Value as of the Grantee has delivered date that the amount of the tax to be withheld is to be determined (the "Tax Date) less than or equal to the Executive Vice President, Human Resources minimum amount of the Company Company's withholding tax obligation; or (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”iii) (unless other arrangements acceptable Delivering to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with unencumbered shares of Common Stock already owned by Participant having a Fair Market Value, as of the GranteeTax Date, less than or equal to the minimum amount of the Company's withholding tax obligation. Any shares of Common Stock already owned by Participant referred to in installments this paragraph (together with interestiii) evidenced must have been owned by Participant for no less than six (6) months prior to the Grantee’s secured promissory notedate delivered to the Company if such shares of Common Stock were acquired upon the exercise of an Option or upon the vesting of Restricted Stock or other Restricted Stock Units. The Company will not deliver any fractional share of Common Stock but will pay, in lieu thereof, will round the number of shares up or down to the nearest number of full shares. Participant's election must be made on or before the Tax Date.

Tax Withholding. Notwithstanding anything herein any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to the contraryParticipant, certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company satisfactory arrangements (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary as determined by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations Administrator) will have been made by Participant with respect to the shares payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock that have vested Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Tax AmountEmployer”) (unless other arrangements acceptable to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have been made). Notwithstanding anything herein the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the contraryminimum amount required to be withheld, in (c) delivering to the event that Company already vested and owned Shares having a Grantee has not satisfied Fair Market Value equal to the conditions outlined in the immediately preceding sentence within twenty amount required to be withheld, or (20d) days after the shares selling a sufficient number of Restricted Stock have vested, such Shares otherwise deliverable to Participant through such means as the Company may (but shall not be required to), determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. [Section 16 officers: To the extent determined appropriate by the Administrator in its discretion, at any time by notice to it will have the Grantee, choose right (but not the obligation) to satisfy any tax withholding obligations under the conditions outlined method prescribed under Section 7(b) and, until determined otherwise by the Administrator, this will be the method by which such tax withholding obligations are satisfied.] [Non-Section 16 officers: To the extent determined appropriate by the Administrator in its discretion, it will have the immediately preceding sentence right (but not the obligation) to satisfy any tax withholding obligations under the method prescribed under Section 7(d) and, until determined otherwise by unilaterally revoking the Grantee’s Administrator, this will be the method by which such tax withholding obligations are satisfied.] If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to Shares thereunder and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice Units will be returned to the Grantee, it being understood that from and after such notice Company at no cost to the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteCompany.

Tax Withholding. Notwithstanding anything herein to the contrary, certificates for shares of Restricted Stock that have vested (a) The Company shall not be delivered obligated to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy deliver any federal, foreign or other tax withholding obligations certificate representing Shares issuable with respect to the shares RSUs or any cash payment in respect of Restricted Stock that the Dividend Equivalents to Participant or his or her legal representative unless and until Participant or his or her legal representative shall have vested paid or otherwise satisfied in full the amount of all federal, state, local and foreign taxes applicable with respect to the taxable income of Participant resulting from the vesting of the RSUs or the Dividend Equivalents, the distribution of the Shares issuable with respect thereto, the settlement of the Dividend Equivalents, or any other taxable event related to the RSUs or the Dividend Equivalents (the “Tax AmountWithholding Obligation”). (b) Unless Participant elects to satisfy the Tax Withholding Obligation by some other means in accordance with clause (unless other arrangements c) below, prior to the time the Tax Withholding Obligation arises, Participant’s acceptance of this Award constitutes Participant’s instruction and authorization to the Company to, and the Company shall, withhold a net number of vested Shares otherwise issuable pursuant to the RSUs having a then-current Fair Market Value not exceeding the amount necessary to satisfy the Tax Withholding Obligation of the Company and its Affiliates with respect to the vesting or distribution of the RSUs based on the minimum applicable statutory withholding rates. In the event Participant’s Tax Withholding Obligation will be satisfied under this Section 1.2(b), then the Company may elect to instruct any brokerage firm determined acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein for such purpose to sell on Participant’s behalf a whole number of shares from those Shares issuable to Participant upon settlement of the RSUs as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy Participant’s Tax Withholding Obligation with respect to the contraryvesting or distribution of the RSUs. Participant’s acceptance of this Award constitutes Participant’s instruction and authorization to the Company and such brokerage firm to complete the transactions described above, including the transactions described in the event that previous sentence, as applicable. Any Shares to be sold at the Company’s direction through a Grantee has not satisfied broker-assisted sale will be sold on the conditions outlined day the Tax Withholding Obligation with respect to the vesting or distribution of the RSUs arises or as soon thereafter as practicable. The Shares may be sold as part of a block trade with other participants of the Plan in which all participants receive an average price. Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the immediately preceding sentence within twenty (20) days after Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the shares extent the proceeds of Restricted Stock have vestedsuch sale exceed Participant’s Tax Withholding Obligation with respect to the vesting or distribution of the RSUs, the Company agrees to pay such excess in cash to Participant as soon as practicable. Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may (but shall not be required to), in its sole discretion, at sufficient to satisfy Participant’s Tax Withholding Obligation. (c) At any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the not less than five (5) trading business days up before any Tax Withholding Obligation arises, Participant may elect to satisfy the Tax Withholding Obligation by delivering to the Company an amount that the Company determines is sufficient to satisfy the Tax Withholding Obligation in one or more of the forms specified below: (i) by the deduction of such amount from other compensation payable to Participant; (ii) by tendering vested Shares owned by Participant having a then-current Fair Market Value not exceeding the amount necessary to satisfy the Tax Withholding Obligation of the Company and including its Affiliates based on the date minimum applicable statutory withholding rates; (iii) through the delivery of vesting. The a notice that Participant has placed a market sell order with a broker acceptable to the Company with respect to the Shares issuable pursuant to the RSUs then vesting and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company or its Affiliate with respect to which the Tax Withholding Obligation arises in satisfaction of such obligation; provided that payment of such proceeds is then made to the Company or the applicable Affiliate at such time as may from time to time change be required by the Board (or provide alternatives to) any Committee to which administration of the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound Plan has been delegated by the method (or alternatives) specified Board), but in any event not later than the settlement of such notice. The Company sale; or (iv) in its sole and absolute discretion) may permit all or part any combination of the foregoing. (d) To the maximum extent permitted by applicable law, the Company further has the authority to deduct or withhold such amount as is necessary to satisfy any Tax Amount Withholding Obligation from other compensation payable to be paid Participant with shares respect to any taxable event arising from vesting of Common Stock owned by the GranteeRSUs or the Dividend Equivalents, the receipt of the Shares upon settlement of the RSUs or in installments (together with interest) evidenced by the Grantee’s secured promissory notesettlement of the Dividend Equivalents.

Tax Withholding. Notwithstanding anything herein (a) The Grantee agrees that, subject to clause 5(b) below, no later than the contrary, certificates for shares date as of which the restrictions on the Restricted Stock that have vested shall not be delivered lapse with respect to all or any of the Restricted Stock covered by this Agreement, the Grantee unless and until the Grantee has delivered shall pay to the Executive Vice President, Human Resources of the Company (in cash or such other executive officer to the extent permitted by the Administrator, Restricted Stock held by the Grantee whose Fair Market Value on the day preceding the date the Restricted Stock vests is equal to the amount of the Company performing a similar function)Grantee’s tax withholding liability) any federal, at its corporate headquarters in New York, New York, cash paymentstate or local taxes of any kind required by law to be withheld, if any, deemed necessary with respect to the Restricted Stock for which the restrictions shall lapse. The Company or its affiliates shall, to the extent permitted by law, have the Company right to enable it deduct from any payment of any kind otherwise due to satisfy the Grantee any federal, foreign state or other tax withholding obligations local taxes of any kind required by law to be withheld with respect to the shares of Restricted Stock that have vested Stock. (b) If the “Tax Amount”) Grantee properly elects, within thirty (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (2030) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For Grant Date, to include in gross income for federal income tax purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value an amount equal to the average closing price of a share Fair Market Value as of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date Grant Date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice pursuant to Section 83(b) of the Code, the Grantee shall pay to the GranteeCompany, it being understood that from and after or make other arrangements satisfactory to the Administrator to pay to the Company in the year of such notice grant, any federal, state or local taxes required to be withheld with respect to such Restricted Stock. If the Grantee will be bound fails to make such payments, the Company or its affiliates shall, to the extent permitted by law, have the method (right to deduct from any payment of any kind otherwise due to the Grantee any federal, state or alternatives) specified in local taxes of any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount kind required by law to be paid withheld with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noterespect to such Restricted Stock.

Tax Withholding. Notwithstanding anything herein (a) Grantee agrees that, subject to Section 5(b) below, no later than the contrary, certificates for shares first to occur of (i) the date as of which the restrictions on the Restricted Stock that have vested shall not be delivered lapse with respect to all or any of the Restricted Stock covered by this Agreement or (ii) the date required by Section 5(b) below, Grantee unless and until the Grantee has delivered shall pay to the Executive Vice President, Human Resources of the Company (in cash or such other executive officer to the extent permitted by the Board, Company Stock held by the Grantee whose Fair Market Value on the date the Restricted Stock vests is equal to the amount of the Company performing a similar function)Grantee’s tax withholding liability) any federal, at its corporate headquarters in New York, New York, cash paymentstate or local taxes of any kind required by law to be withheld, if any, deemed necessary with respect to the Restricted Stock for which the restrictions shall lapse. The Company shall, to the extent permitted by law, have the Company right to enable it deduct from any payment of any kind otherwise due to satisfy Grantee any federal, foreign state or other tax withholding obligations local taxes of any kind required by law to be withheld with respect to the shares of such Company Stock. (b) Grantee has the right to elect, within thirty (30) days of the Grant Date, to include in gross income for federal income tax purposes an amount equal to the Fair Market Value of the Restricted Stock that have vested (less the “Tax Amount”amount, if any, paid by the Grantee for the Restricted Stock, which was granted hereunder pursuant to Section 83(b) (unless of the Internal Revenue Code of 1986, as amended. Grantee shall pay to the Company, or make other arrangements acceptable satisfactory to the Board to pay to the Company in its sole discretion have been made)on the date of such grant, any federal, state or local taxes required to be withheld with respect to such Company Stock. Notwithstanding anything herein If Grantee fails to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedmake such payments, the Company may (but shall not be required to)shall, in its sole discretion, at any time by notice to the Granteeextent permitted by law, choose to satisfy have the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number deduct from any payment of shares any kind otherwise due to Grantee any federal, state or local taxes of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder any kind required by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount law to be paid withheld with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noterespect to such Restricted Stock.

Tax Withholding. Notwithstanding anything herein (a) In order to comply with all applicable federal, state, and local tax withholding laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state, and local payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant. (b) In accordance with the terms of the Plan, and such rules as may be adopted by the Committee under the Plan, Participant may elect to satisfy Participant's federal, state, and local tax obligations arising from the receipt of, the lapse of restrictions relating to, or any other event relating to, the Restricted Stock Units, by any of the following means or by a combination of such means set forth below. If the Participant fails to notify the Company of his or her election prior to the contrary, certificates for shares date that the amount of Restricted Stock that have vested shall not tax to be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested withheld is determined (the “Tax AmountDate”), then the Company shall withhold shares of Common Stock as described in Section 8(b)(ii) below. (unless other arrangements acceptable i) Tendering a payment to the Company in its sole discretion have been made). Notwithstanding anything herein the form of cash, check (bank check, certified check or personal check) or money order payable to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty Company; (20ii) days after the shares of Restricted Stock have vested, Authorizing the Company may (but shall not be required to), in its sole discretion, at any time by notice to withhold from the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock otherwise issuable to the Participant a number of shares having a Fair Market Value as of the Tax Date up to the amount of the Company's withholding tax obligation; or (iii) Delivering to the Company unencumbered shares of Common Stock already owned by Participant having a Fair Market Value, as of the GranteeTax Date, or up to the amount of the withholding tax obligation. Any shares of Common Stock already owned by Participant referred to in installments this Section 8(b)(iii) must have been owned by Participant for no less than six (together with interest6) evidenced by months prior to the Grantee’s secured promissory notedate delivered to the Company.

Tax Withholding. Notwithstanding anything herein a. The Company's obligation to deliver shares of Common Stock upon the exercise of this option shall be subject to the contrarysatisfaction of all applicable Federal, certificates for State and local income and employment tax withholding requirements. b. Optionee may elect to have the Company withhold, at the time this option is exercised, a portion of the shares of Restricted Stock that have vested shall not be delivered purchased under the option with an aggregate Fair Market Value equal to the Grantee unless designated percentage (any multiple of 5% up to 100% as specified by Optionee) of the applicable Federal and until State income tax withholding liability incurred by Optionee in connection with the Grantee has delivered option exercise (the "Withholding Taxes"). Any such exercise of the election must be effected in accordance with the following terms and conditions: (i) The election must be made on or before the date the amount of the Withholding Taxes incurred by Optionee in connection with the exercise of the option is determined (the "Tax Determination Date"). (ii) The election shall be irrevocable. (iii) The election shall be subject to the Executive Vice President, Human Resources approval of the Company (Plan Administrator, either at the time the election is made or such other executive officer at any earlier time, and none of the Company performing a similar function)shares purchased under the option actually shall be withheld in satisfaction of the Withholding Taxes incurred in connection with the exercise of the option, at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary except to the extent the election is so approved by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect Plan Administrator. (iv) The shares withheld pursuant to the shares election shall be valued at Fair Market Value on the Tax Determination Date in accordance with the valuation provisions of Restricted Stock that have vested paragraph 9.b of this Agreement. (v) In no event may the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Common Stock that have vested with an aggregate value equal requested to 150% be withheld exceed in Fair Market Value the dollar amount of the Tax Amount. For purposes Withholding Taxes incurred by Optionee in connection with the exercise of the preceding sentence, each share of Restricted Stock shall be deemed option. c. Optionee may elect to have a value equal deliver to the average closing price of a share of Company, at the Common Stock on time the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock option is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Granteeexercised, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned previously acquired by such individual (other than in connection with such option exercise) with an aggregate Fair Market Value equal to the designated percentage (any multiple of 5% up to 100% as specified by Optionee) of the Withholding Taxes incurred by Optionee in connection with the option exercise. Any such exercise of the election must be effected in accordance with the following terms and conditions: (i) The election must be made on or before the Tax Determination Date. (ii) The election shall be irrevocable. (iii) The election shall be subject to the approval of the Plan Administrator, either at the time the election is made or at any earlier time, and none of the delivered shares shall be accepted in satisfaction of the Withholding Taxes, except to the extent the election is so approved by the Grantee, or Plan Administrator. (iv) The delivered shares shall be valued at Fair Market Value on the Tax Determination Date in installments accordance with the valuation provisions of paragraph 9.b of this Agreement. (together with interestv) evidenced In no event may the number of delivered shares exceed in Fair Market Value the dollar amount of the Withholding Taxes incurred by the Grantee’s secured promissory noteOptionee in connection with the exercise of the option.

Tax Withholding. Notwithstanding anything herein to the contrary, certificates for shares of Restricted Stock that have vested (a) The Company shall not be delivered obligated to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy deliver any federal, foreign or other tax withholding obligations certificate representing Shares issuable with respect to the shares RSUs to Holder or his or her legal representative unless and until Holder or his or her legal representative shall have paid or otherwise satisfied in full the amount of Restricted Stock that have vested all federal, state, local and foreign taxes applicable with respect to the taxable income of Holder resulting from the vesting of the RSUs, Xxxxxx’s becoming eligible for Retirement, the distribution of the Shares issuable with respect thereto, or any other taxable event related to the RSUs (the “Tax AmountWithholding Obligation”). (b) Unless Holder elects to satisfy the Tax Withholding Obligation by some other means in accordance with clause (unless other arrangements c) below, Xxxxxx’s acceptance of this Award constitutes Holder’s instruction and authorization to the Company to withhold a net number of vested Shares otherwise issuable pursuant to the RSUs having a then-current Fair Market Value not exceeding the amount necessary to satisfy the Tax Withholding Obligation of the Company and its Affiliates based on the minimum applicable statutory withholding rates. In the event Xxxxxx’s Tax Withholding Obligation will be satisfied under this Section 1.2(b), then the Company may elect to instruct any brokerage firm determined acceptable to the Company in its sole discretion have been made)for such purpose to sell on Holder’s behalf a whole number of shares from those Shares issuable to Holder upon settlement of the RSUs as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy Holder’s Tax Withholding Obligation. Notwithstanding anything herein Xxxxxx’s acceptance of this Award constitutes Holder’s instruction and authorization to the contraryCompany and such brokerage firm to complete the transactions described above, including the transactions described in the event that previous sentence, as applicable. Any Shares to be sold at the Company’s direction through a Grantee has not satisfied broker-assisted sale will be sold on the conditions outlined day the Tax Withholding Obligation arises or as soon thereafter as practicable. The Shares may be sold as part of a block trade with other participants of the Plan in which all participants receive an average price. Holder will be responsible for all broker’s fees and other costs of sale, and Xxxxxx agrees to indemnify and hold the immediately preceding sentence within twenty (20) days after Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the shares extent the proceeds of Restricted Stock have vestedsuch sale exceed Xxxxxx’s Tax Withholding Obligation, the Company agrees to pay such excess in cash to Holder as soon as practicable. Holder acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may (but shall not be required to), in its sole discretion, at sufficient to satisfy Holder’s Tax Withholding Obligation. (c) At any time by notice to the Granteenot less than five business days before any Tax Withholding Obligation arises, choose Holder may elect to satisfy the conditions outlined Tax Withholding Obligation by delivering to the Company an amount that the Company determines is sufficient to satisfy the Tax Withholding Obligation in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% one or more of the forms specified below: (i) by cash or check made payable to the Company; (ii) by the deduction of such amount from other compensation payable to Holder; (iii) by tendering vested Shares owned by Holder having a then-current Fair Market Value not exceeding the amount necessary to satisfy the Tax Amount. For purposes Withholding Obligation of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to Company and its Affiliates based on the average closing price of a share minimum applicable statutory withholding rates; or (iv) in any combination of the Common Stock on foregoing. (d) To the Nasdaq Global Market (maximum extent permitted by Applicable Law, the Company further has the authority to deduct or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound withhold by the method (or alternatives) specified in deduction of such amount as is necessary to satisfy any such notice. The Company (in its sole and absolute discretion) may permit all or part Tax Withholding Obligation from other compensation payable to with respect to any taxable event arising from vesting of the Tax Amount to be paid with shares RSUs or the receipt of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by Shares upon settlement of the Grantee’s secured promissory noteRSUs.

Tax Withholding. Notwithstanding anything herein any contrary provision of this Agreement, no certificate representing the Shares will be issued to the contraryParticipant and no cash will be paid pursuant to Section 6, certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company satisfactory arrangements (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary as determined by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations Administrator) will have been made by Participant with respect to the shares payment of income, employment and other taxes which the Company determines must be withheld with respect to such Shares so issuable and/or cash to be paid. All income, employment and other taxes related to this Restricted Stock that have vested (Unit Award and any Shares or cash delivered in payment thereof are the “Tax Amount”) (unless other arrangements acceptable sole responsibility of Participant. Any cash payments to the Company be made pursuant to Section 6 hereof will be reduced to satisfy any applicable tax withholding requirements with respect to such amounts. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such tax withholding obligation with respect to Shares issuable hereunder, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) electing to have been made). Notwithstanding anything herein the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the contraryamount required to be withheld, in (c) delivering to the event that Company already vested and owned Shares having a Grantee has not satisfied Fair Market Value equal to the conditions outlined in the immediately preceding sentence within twenty amount required to be withheld, or (20d) days after the shares selling a sufficient number of Restricted Stock have vested, such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (but shall not whether through a broker or otherwise) equal to the amount required to be required to)withheld. The Company, in its sole discretion, at may use any time by notice cash amounts that are to be paid pursuant to Section 6 to satisfy any tax withholding otherwise due with respect to the Granteeissuance of Shares pursuant to the this Restricted Stock Unit Award. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 2, choose to satisfy Participant will permanently forfeit such Restricted Stock Units and the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of any Shares with respect thereto and such Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall Units will be deemed to have a value equal returned to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice at no cost to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteCompany.

Tax Withholding. Notwithstanding anything herein The following provision shall replace Section 17 of the Agreement in its entirety: Regardless of any action the Company and the Employer take with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Optionee is and remains the Optionee’s responsibility, and that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Options, including the grant of the Options, the vesting of the Options, the subsequent sale of any Common Units acquired pursuant to the contraryOptions and the receipt of any dividends; and (b) do not commit to structure the terms of the grant or any aspect of the Options to reduce or eliminate the Optionee’s liability for Tax-Related Items. Prior to the delivery of the Common Units upon the vesting of the Options, certificates for shares if any taxing jurisdiction requires withholding of Restricted Stock Tax-Related Items, the Company may withhold a sufficient number of whole Common Units otherwise issuable upon the vesting of the Options that have vested shall not an aggregate Fair Market Value (as defined under the Plan) sufficient to pay the minimum Tax-Related Items required to be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations withheld with respect to the shares Common Units. The cash equivalent of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable Common Units withheld will be used to settle the obligation to withhold the Tax-Related Items. No fractional Common Units will be withheld or issued pursuant to the Company in its sole discretion have been made)grant of the Options and the issuance of Common Units hereunder. Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedAlternatively, the Company may and the Employer may, in its discretion, withhold any amount necessary to pay the Tax-Related Items from the Optionee’s salary or other amounts payable to the Optionee, with no withholding in Common Units. In the event the withholding requirements are not satisfied through the withholding of Common Units or through the Optionee’s salary or other amounts payable to the Optionee, no Common Units will be issued upon vesting of the Options unless and until satisfactory arrangements (but shall not be required to)as determined by the Committee) have been made by the Optionee with respect to the payment of any Tax-Related Items which the Company and the Employer determines, in its sole discretion, at any time by notice must be withheld or collected with respect to such Options. By accepting this grant of Options, the Optionee expressly consents to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number withholding of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax AmountCommon Units and/or cash as provided for hereunder. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal All other Tax-Related Items related to the average closing price of a share of Options and any Common Units delivered in payment thereof are the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its Optionee’s sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteresponsibility.

Tax Withholding. Notwithstanding anything herein (a) The Grantee agrees that, subject to clause 5(b) below, no later than the contrary, certificates for shares date as of which the restrictions on the Restricted Stock that have vested Units shall not be delivered lapse with respect to all or any of the Restricted Stock Units covered by this Agreement, the Grantee unless and until the Grantee has delivered shall pay to the Executive Vice President, Human Resources of the Company (in cash or such other executive officer to the extent permitted by the Company, Restricted Stock Units held by the Grantee whose Fair Market Value on the day preceding the date the Restricted Stock Units vest is equal to the amount of the Company performing a similar function)Grantee’s tax withholding liability) any federal, at its corporate headquarters in New York, New York, cash paymentstate or local taxes of any kind required by law to be withheld, if any, deemed necessary with respect to the Restricted Stock Units for which the restrictions shall lapse. The Company or its affiliates shall, to the extent permitted by law, have the Company right to enable it deduct from any payment of any kind otherwise due to satisfy the Grantee any federal, foreign state or other tax withholding obligations local taxes of any kind required by law to be withheld with respect to the shares of Restricted Stock that have vested Units. (b) If the “Tax Amount”Grantee properly elects, within thirty (30) (unless days of the Grant Date, to include in gross income for federal income tax purposes an amount equal to the Fair Market Value as of the Grant Date of the Restricted Stock Units granted hereunder pursuant to Section 83(b) of the Code, the Grantee shall pay to the Company, or make other arrangements acceptable satisfactory to the Company to pay to the Company in its sole discretion have been made). Notwithstanding anything herein the year of such grant, any federal, state or local taxes required to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of be withheld with respect to such Restricted Stock have vestedUnits. If the Grantee fails to make such payments, the Company may (but shall not be required to)or its affiliates shall, in its sole discretion, at any time by notice to the Granteeextent permitted by law, choose to satisfy have the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number deduct from any payment of shares any kind otherwise due to the Grantee any federal, state or local taxes of any kind required by law to be withheld with respect to such Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteUnits.

Tax Withholding. Notwithstanding anything herein Any tax withholding, or any part thereof, required from the receipt or vesting of any shares of the Restricted Stock Award may be satisfied by (a) electing to have the Company withhold from the Restricted Stock Award, shares of Common Stock having an aggregate fair market value equal to the contraryminimum amount required to be withheld or such lesser amount as may be elected by Executive; provided however, certificates for that no such withholding shall be permitted if it would result in an accounting charge to the Company, or (b) to transfer to the Company a number of shares of Restricted Common Stock that have vested shall not be delivered were acquired by Executive more than six months prior to the Grantee unless and until the Grantee has delivered transfer to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing longer period a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed as is necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect avoid an accounting charge to the shares of Restricted Stock Company) and that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a fair market value equal to the average amount required to be withheld or such lesser amount as may be elected by Executive. The fair market value of Common Stock to be withheld shall be based on the closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. principal securities exchange or market on which the Company’s Common Stock is then primarily traded) , on the five (5) trading days up to and including date that the date of vesting. The Company may from time to time change (or provide alternatives to) the method amount of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with withheld is to be determined (the “Tax Date”). Any such elections by Executive to have shares of Common Stock owned withheld or transferred for this purpose will be subject to the following restrictions: (i) All elections must be made prior to the Tax Date. (ii) All elections shall be irrevocable. Should the Executive not elect to satisfy withholding tax obligations by withholding shares as contemplated in this Section 3(g), or should the amount the Executive elects to withhold be insufficient to meet the withholding and payroll tax obligations (other than the Company’s share of payroll taxes) imposed upon the Company, Executive shall be obligated to pay to the Company, in cash, all amounts required to be paid by the Grantee, or Company (not subject to an election to withhold shares) in installments order to meet its withholding and payroll tax obligations (together with interest) evidenced by other than the GranteeCompany’s secured promissory noteshare of payroll taxes).

Tax Withholding. Notwithstanding anything herein Regardless of any action the Company or Rockstar takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding applicable to the contraryRestricted Units (“Tax-Related Items”), certificates the Participant acknowledges that the ultimate liability for shares all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and Rockstar (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Units, the vesting of the Restricted Units, settlement of the Restricted Units, the subsequent sale of any Shares acquired pursuant to the Restricted Units and the receipt of any dividend equivalents; and (b) does not commit to structure the terms of the grant or any aspect of the Restricted Units to reduce or eliminate the Participant’s liability for Tax-Related Items. Further, if the Participant becomes subject to taxation in more than one country between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and Rockstar may be required to withhold or account for Tax-Related Items in more than one country. If the Participant’s country of residence (and/or the country of employment, if different) requires withholding of Tax-Related Items, the Company may withhold a portion of any cash proceeds (where the Restricted Units are settled in cash) or a portion of the Shares (where the Restricted Units are settled in Shares) otherwise issuable upon vesting that have vested shall not an aggregate Fair Market Value sufficient to pay the minimum Tax-Related Items required to be delivered withheld. For purposes of the foregoing, no fractional Shares will be withheld or issued pursuant to the Grantee grant of the Restricted Units. If the obligation for Tax-Related Items is satisfied by withholding a portion of any cash proceeds (where the Restricted Units are settled in cash) or by withholding Shares (where the Restricted Units are settled in Shares), for tax purposes, the Participant shall be deemed to have been issued the gross amount of the cash payment or the full number of Shares, notwithstanding that a portion of any cash proceeds or a number of the Shares are withheld solely for the purpose of satisfying any withholding obligations for the Tax-Related Items due. In addition, the Company and/or Rockstar may, on behalf of the Participant, sell a sufficient number of whole Shares issued upon vesting of the Restricted Units having an aggregate Fair Market Value that would satisfy the withholding amount (where the Restricted Units are settled in Shares). Alternatively, the Company and/or Rockstar may, in their discretion, withhold any amount necessary to pay the Tax-Related Items from the Participant’s regular salary or other amounts payable to the Participant, or may require the Participant to submit payment equivalent to the minimum Tax-Related Items required to be withheld by means of certified check, cashier’s check or wire transfer. Notwithstanding the above, if the Participant has entered into in a 10b5-1 trading plan, withholding of the Tax-Related Items may be satisfied as provided for under such 10b5-1 trading plan. In the event the withholding requirements are not satisfied, no cash payment will be made (where the Restricted Units are settled in cash) or no Shares will be released (where the Restricted Units are settled in Shares) to the Participant (or the Participant’s estate) upon vesting of the Restricted Units unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company satisfactory arrangements (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary as determined by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion discretion) have been made). Notwithstanding anything herein made by the Participant with respect to the contrarypayment of any such Tax-Related Items. By accepting the Restricted Units, in the event Participant expressly consents to the methods of withholding as provided hereunder and/or any other methods of withholding that a Grantee has not satisfied the conditions outlined in Company and/or Rockstar may decide to use and are permitted under the immediately preceding sentence within twenty Agreement to meet the withholding and/or other requirements as provided under applicable laws, rules and regulations. All other Tax-Related Items related to the Restricted Units shall be the sole responsibility of the Participant. To the extent the Company and/or Rockstar pay any Tax-Related Items that are the Participant’s responsibility (20) days after the shares of Restricted Stock have vested“Advanced Tax Payments”), the Company may (but and/or Rockstar shall not be required to), entitled to recover such Advanced Tax Payments from the Participant in its any and all manner that the Company and/or Rockstar determine appropriate in their sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentenceforegoing, each share the manner of Restricted Stock recovery of the Advanced Tax Payments shall include (but is not limited to) offsetting the Advanced Tax Payments against any and all amounts that may be deemed to have a value equal otherwise owed to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound Participant by the method Company and/or Rockstar (or alternatives) specified in any such notice. The Company (in its sole including regular salary/wages, bonuses, incentive payments and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned Shares acquired by the Grantee, or in installments (together with interest) evidenced Participant pursuant to any equity compensation plan that are otherwise held by the GranteeCompany for the Participant’s secured promissory notebenefit).

Tax Withholding. Notwithstanding anything herein any other provision of this Agreement: (a) As set forth in Section 10.2 of the Plan, the Company shall have the authority and the right to deduct or withhold, or to require the Participant to remit to the contraryCompany, certificates for shares of an amount sufficient to satisfy all applicable federal, state and local taxes and social security required by law to be withheld with respect to any taxable event arising in connection with the Restricted Stock Units. In satisfaction of such tax and social security withholding obligations, the Participant hereby agrees that have vested they are subject to the Company’s sell to cover policy, which requires that the Participant sell the portion of the Shares to be delivered under the Restricted Stock Units necessary so as to satisfy the tax and social security withholding obligations and shall execute any letter of instruction or agreement required by the Company’s transfer agent (together with any other party the Company determines necessary in connection with the sell to cover policy, the “Agent”) to cause the Agent to irrevocably commit to forward the proceeds necessary to satisfy the tax withholding obligations directly to the Company and/or its Affiliates. Notwithstanding any other provision of this Agreement, the Company shall not be delivered obligated to deliver any new certificate representing Shares to the Grantee Participant or the Participant’s legal representative or enter such Shares in book entry form unless and until the Grantee has delivered Participant or the Participant’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state and local taxes applicable to the Executive Vice President, Human Resources taxable income of the Company (Participant resulting from the grant or such other executive officer vesting of the Company performing a similar functionRestricted Stock Units or the issuance of Shares. In accordance with the Company’s sell to cover policy, the Participant hereby acknowledges and agrees: (i) The Participant hereby appoints the Agent as the Participant’s agent and authorizes the Agent to (1) sell on the open market at the then prevailing market price(s), at its corporate headquarters in New Yorkon the Participant’s behalf, New Yorkas soon as practicable on or after the Shares are issued upon the vesting of the Restricted Stock Units, cash payment, if any, deemed that number (rounded up to the next whole number) of the Shares so issued necessary by the Company to enable it generate proceeds to satisfy cover (x) any federal, foreign or other tax and social security withholding obligations incurred with respect to such vesting or issuance and (y) all applicable fees and commissions due to, or required to be collected by, the shares Agent with respect thereto and (2) apply any remaining funds to the Participant’s federal tax and non-U.S. tax and social security (as applicable) withholding. (ii) The Participant hereby authorizes the Company and the Agent to cooperate and communicate with one another to determine the number of Restricted Stock Shares that have vested must be sold pursuant to subsection (i) above. (iii) The Participant understands that the “Tax Amount”Agent may effect sales as provided in subsection (i) above in one or more sales and that the average price for executions resulting from bunched orders will be assigned to the Participant’s account. In addition, the Participant acknowledges that it may not be possible to sell Shares as provided by subsection (unless other arrangements acceptable i) above due to (1) a legal or contractual restriction applicable to the Participant or the Agent, (2) a market disruption, or (3) rules governing order execution priority on the national exchange where the Shares may be traded. The Participant further agrees and acknowledges that in the event the sale of Shares would result in material adverse harm to the Company, as determined by the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vesteddiscretion, the Company may instruct the Agent not to sell Shares as provided by subsection (i) above. In the event of the Agent’s inability to sell Shares, the Participant will continue to be responsible for the timely payment to the Company and/or its Affiliates of all federal, state, local and foreign taxes and social security that are required by applicable laws and regulations to be withheld, including but shall not limited to those amounts specified in subsection (i) above. (iv) The Participant acknowledges that regardless of any other term or condition of this Section 2.5(a), the Agent will not be required to), in its sole discretion, at any time by notice liable to the GranteeParticipant for (1) special, choose indirect, punitive, exemplary, or consequential damages, or incidental losses or damages of any kind, or (2) any failure to satisfy perform or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control. (v) The Participant hereby agrees to execute and deliver to the conditions outlined Agent any other agreements or documents as the Agent reasonably deems necessary or appropriate to carry out the purposes and intent of this Section 2.5(a). The Agent is a third-party beneficiary of this Section 2.5(a). (vi) This Section 2.5(a) shall terminate not later than the date on which all tax and social security withholding obligations arising in connection with the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% vesting of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to Award have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notebeen satisfied.

Tax Withholding. Notwithstanding anything herein (i) The Participant shall pay to the contraryCompany, certificates for shares of Restricted Stock that have vested shall not be delivered or make arrangements satisfactory to the Grantee unless and until the Grantee has delivered Committee for payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to the Executive Vice President, Human Resources grant of Performance Shares (including without limitation the Company (vesting thereof) and any Dividend Equivalents or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary distributions made by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations the Participant with respect to the shares of Restricted Stock that have vested (Performance Shares as and when the “Tax Amount”) (unless other arrangements acceptable Company determines those amounts to be due, and the Company shall, to the Company in its sole discretion extent permitted by law, have been made). Notwithstanding anything herein the right to deduct from any payment of any kind otherwise due to Participant any federal, state, or local taxes of any kind required by law to be withheld with respect to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, Performance Shares or any Dividend Equivalents or other distributions made by the Company may (but shall not be required to), in its sole discretion, at any time by notice to the GranteeParticipant with respect to any Performance Shares. (ii) The Participant agrees that his or her minimum withholding tax obligation with respect to the granting, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% vesting or settlement of the Tax Amount. For purposes Stock-Settled Performance Shares and any Dividend Equivalents or other distributions made by the Company to the Participant with respect to the Stock-Settled Performance Shares will be satisfied (provided that the Participant has enough vesting or vested shares available) by the Company’s withholding a portion of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by otherwise deliverable to the GranteeParticipant, such shares being valued at their Fair Market Value as of the date on which the taxable event that gives rise to the withholding requirement occurs. The Participant further agrees that each time the Company withholds shares to satisfy his or in installments her minimum withholding tax obligation, the Company will round up to the nearest whole number of shares (together with interest) evidenced by any over withholding applied to federal income tax). For example, if 9.6 shares are required to satisfy the Grantee’s secured promissory noteminimum withholding tax obligation, the Company will round up to 10 shares. By accepting this Agreement, the Participant consents to this method of tax withholding, including the Company rounding up to the nearest whole number of shares.

Tax Withholding. Notwithstanding anything herein any other provision of this Agreement: (a) The Company Group has the authority to deduct or withhold, or require Participant to remit to the contraryapplicable Company Group Member, certificates for shares an amount sufficient to satisfy any applicable federal, state, local and foreign taxes (including the employee portion of Restricted Stock that have vested shall not any FICA obligation) required by Applicable Law to be delivered withheld with respect to any taxable event arising pursuant to this Agreement in accordance with the terms of the Plan. Notwithstanding the foregoing, the Participant may, at his election made at the time such tax is due, make such payment by directing the Company to withhold a number of Shares subject to the Grantee Award having a then current aggregate Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company Group based on the maximum statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income, unless and until the Grantee has delivered to the Executive Vice President, Human Resources minimum extent that the board of directors of the Company (the “Board”) determines in its good faith discretion that allowing for such share withholding would have a material adverse affect on the Company’s liquidity position in a manner that could reasonably be expected to materially adversely affect the Company’s ability to operate the business in the ordinary course or such other executive officer achieve its strategic objectives. (b) The Company shall not be obligated to record the Restricted Shares in the name of Participant in the books and records of the Company performing a similar function), at its corporate headquarters Company’s transfer agent (or deliver any new certificate representing Restricted Shares to Participant or his or her legal representative) unless and until Participant or his or her legal representative shall have paid or otherwise satisfied in New York, New York, cash payment, if any, deemed necessary by full the Company to enable it to satisfy any amount of all federal, state, local and foreign or other tax withholding obligations taxes applicable with respect to the shares taxable income of Participant resulting from the grant of the Award or the issuance or vesting of Restricted Stock that have vested (the “Tax Amount”) (unless Shares hereunder or any other arrangements acceptable taxable event with respect to the Company in its sole discretion have been made). Notwithstanding anything herein Restricted Shares. (c) Participant is ultimately liable and responsible for, and, to the contraryextent permitted by Applicable Law, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, agrees to indemnify and keep indemnified the Company may (but shall not be required to)Group from, all taxes owed in its sole discretionconnection with the Award, at regardless of any time by notice action any Company Group Member takes with respect to any tax withholding obligations that arise in connection with the Grantee, choose to satisfy Award. No Company Group Member makes any representation or undertaking regarding the conditions outlined treatment of any tax withholding in connection with the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% awarding or vesting of the Tax Amount. For purposes Award or the subsequent sale of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingShares. The Company may from time Group does not commit and is under no obligation to time change (structure the Award to reduce or provide alternatives to) the method of eliminate Participant’s tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteliability.

Tax Withholding. Notwithstanding anything herein (i) The Participant shall pay to the contraryCompany, certificates for shares of Restricted Stock that have vested shall not be delivered or make arrangements satisfactory to the Grantee unless and until the Grantee has delivered Committee for payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to the Executive Vice President, Human Resources grant of Performance Shares (including without limitation the Company (vesting thereof) and any Dividend Equivalents or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary distributions made by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations the Participant with respect to the shares of Restricted Stock that have vested (Performance Shares as and when the “Tax Amount”) (unless other arrangements acceptable Company determines those amounts to be due, and the Company shall, to the Company in its sole discretion extent permitted by law, have been made). Notwithstanding anything herein the right to deduct from any payment of any kind otherwise due to Participant any federal, state, or local taxes of any kind required by law to be withheld with respect to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, Performance Shares or any Dividend Equivalents or other distributions made by the Company may (but shall not be required to), in its sole discretion, at any time by notice to the GranteeParticipant with respect to any Performance Shares. (ii) The Participant agrees that his or her minimum withholding tax obligation with respect to the granting, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% vesting or settlement of the Tax Amount. For purposes Stock-Settled Performance Shares and any Dividend Equivalents or other distributions made by the Company to the Participant with respect to the Stock-Settled Performance Shares will be satisfied (provided that the Participant has enough vesting or vested shares available) by the Company’s withholding a portion of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned otherwise deliverable to the Participant, such shares being valued at their Fair Market Value as of the date on which the taxable event that gives rise to the withholding requirement occurs. The Participant further agrees that each time the Company withholds shares to satisfy his or her minimum withholding tax obligation, the Company will round up to the nearest whole number of shares (with any over withholding applied to federal income tax). For example, if 9.6 shares are required to satisfy the minimum withholding tax obligation, the Company will round up to 10 shares. By accepting this Agreement, the Participant consents to this method of tax withholding, including the Company rounding up to the nearest whole number of shares. (iii) The Participant agrees that his or her minimum withholding tax obligation with respect to the granting, vesting or settlement of the Cash-Settled Performance Shares and any Dividend Equivalents or other distributions made by the Grantee, or in installments (together Company to the Participant with interest) evidenced respect to the Cash-Settled Performance Shares will be satisfied by the GranteeCompany’s secured promissory notewithholding a portion of the cash otherwise deliverable to the Participant.

Tax Withholding. Notwithstanding anything herein (a) Subject to the contrarySection 4.6(c), certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer shall be entitled to require payment of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary any sums required by the Company to enable it to satisfy any federal, foreign state or other local tax withholding obligations law to be withheld with respect to the shares issuance of the Restricted Stock that have vested (Shares or the “Tax Amount”) (unless other arrangements acceptable lapse of the Restrictions with respect to the Company in its sole discretion have been made). Notwithstanding anything herein to the contraryRestricted Shares, in the or any other taxable event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingrelated thereto. The Company may permit Employee to make such payment in one or more of the forms specified below: (i) by cash or check made payable to the Company; (ii) by the deduction of such amount from time other compensation payable to time change Employee; (iii) by tendering Restricted Shares which are not subject to the Restrictions and which have a then current Fair Market Value not greater than the amount necessary to satisfy the Company’s withholding obligation based on the minimum statutory withholding rates for federal, state and local income tax and payroll tax purposes; or (iv) in any combination of the foregoing. (b) In the event Employee fails to provide timely payment of all sums required by the Company pursuant to Section 4.6(a), the Company shall have the right and option, but not obligation, to treat such failure as an election by Employee to provide all or provide alternatives toany portion of such required payment by means of tendering Restricted Shares in accordance with Section 4.6(a)(iii) above. (c) In the method event Employee makes an election under Section 83(b) of the Code, or any successor section thereto, to be taxed with respect to the Restricted Shares as of the date of issuance rather than as of the date or dates upon which Employee would otherwise be taxable under Section 83(a) of the Code, the Company shall offer to loan Employee the amount indicated on the Promissory Note attached as Exhibit “G” to the Grant Notice. Any loan provided under this Section 4.6(c) shall be evidenced by an interest-bearing, recourse promissory note secured by the Restricted Shares and a stock pledge agreement in substantially the form attached as Exhibit “G” to the Grant Notice. To the extent necessary to satisfy the Company’s federal, state and local income and employment tax withholding on obligation with respect to the Restricted Stock granted hereunder by notice Shares, the Company shall be entitled to withhold the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in proceeds of any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteloan under this Section 4.6(c).

Tax Withholding. Notwithstanding anything herein any other provision of this Agreement (including, without limitation, Section 2.1(b) hereof): (a) The Company and its Subsidiaries have the authority to deduct or withhold from other compensation then due and payable to Participant, or to require Participant to remit to the contraryCompany or the applicable Subsidiary, certificates an amount sufficient to satisfy applicable federal, state, local and foreign taxes (including the Employee’s portion of any FICA obligation) required by Applicable Law to be withheld with respect to any taxable event arising from the vesting of the RSUs or the receipt of the Shares upon settlement of the RSUs. Participant may, at his or her election, satisfy the tax withholding obligation in one or more of the forms specified below: (i) by cash or check made payable to the Company or the Subsidiary with respect to which the withholding obligation arises; (ii) by the deduction of such amount from other compensation then due and payable to Participant; (iii) by requesting that the Company withhold a net number of vested Shares otherwise issuable pursuant to the RSUs having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company and its Subsidiaries based on the minimum applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes; (iv) by tendering vested shares of Restricted Common Stock that have vested having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company and its Subsidiaries based on the minimum applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes; or (v) in any combination of the foregoing. (b) In the event Participant fails to provide timely payment of all sums required pursuant to Section 2.2(a), the Company shall satisfy Participant’s required payment obligation pursuant to Section 2.2(a)(iii) above. The Company shall not be delivered obligated to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy deliver any federal, foreign or other tax withholding obligations certificate representing Shares issuable with respect to the shares RSUs to Participant or his or her legal representative unless and until Participant or his or her legal representative shall have paid or otherwise satisfied in full the amount of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable all federal, state, local and foreign taxes applicable with respect to the Company in its sole discretion have been made). Notwithstanding anything herein taxable income of Participant resulting from the grant of the RSUs, the distribution of the Shares issuable with respect thereto, or any other taxable event related to the contraryRSUs, provided that no payment shall be delayed under this Section 2.2(b) if such delay will result in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares imposition of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% taxes or penalties under Section 409A of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteCode.

Tax Withholding. Notwithstanding anything herein You shall make appropriate arrangements with the Company to provide for payment of all federal, state, local or foreign taxes of any kind required by law to be withheld in respect of your Restricted Stock Units. Such arrangements may include, but are not limited to, the payment of cash directly to the contraryCompany, certificates for shares withholding by the Company from other cash payments of Restricted Stock that have vested shall not be delivered to any kind otherwise due you, withholding from proceeds of the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources sale of Shares acquired upon exercise either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent), or such other executive officer share withholding as described below. Subject to the prior approval of the Administrator, which may be withheld by the Administrator in its sole discretion, you may be permitted to satisfy the statutory withholding obligations, in whole or in part, (i) by having the Company performing a similar function)withhold shares otherwise issuable to you or (ii) by delivering to the Company shares of Common Stock already owned by you. The shares delivered or withheld shall have an aggregate Fair Market Value not in excess of the minimum statutory total tax withholding obligations. In addition, at its corporate headquarters to the extent provided by the Plan, you may elect to have the Company perform additional voluntary tax withholding through the withholding or delivery of shares up to the maximum statutory tax rates in New York, New York, cash payment, if any, deemed necessary your applicable jurisdictions. The Fair Market Value of the shares used for tax withholding purposes shall be determined by the Company as of the date on which taxation occurs. Shares used for tax withholding purposes must be vested and cannot be subject to enable it to satisfy any federalrepurchase, foreign forfeiture, or other tax withholding obligations with respect similar requirements. Any election to withhold or deliver shares shall be irrevocable, made in writing, signed by you, and shall be subject to any restrictions or limitations that the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to)Administrator, in its sole discretion, at any time by notice deems appropriate. Further, if you become subject to tax in more than one jurisdiction between the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to Grant Date and including the date of vesting. The any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company may from time to time change and/or its Subsidiaries (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Granteeformer employer, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretionas applicable) may permit all be required to withhold or part account for federal, state, local or foreign taxes of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or any kind in installments (together with interest) evidenced by the Grantee’s secured promissory notemore than one jurisdiction.

Tax Withholding. Notwithstanding anything herein to (a) It shall be a condition of the contrary, certificates for shares Award of the Shares of Restricted Stock provided herein that the Non-Employee Director, and the Non-Employee Director hereby acknowledges and agrees, shall pay to the Company upon the Company’s demand, such amount as may be requested by the Company for the purpose of satisfying the Company’s liability to withhold federal, state, or local income, employment or other taxes incurred by reason of the Award provided herein or upon the vesting of the Shares of Restricted Stock. The amount that will be due from the Non-Employee Director, if any, will be determined at the time the risk of forfeiture is removed and vesting occurs, or if a Section 83(b) election (discussed below) is made, as of the Grant Date. (b) In the event that a Section 83(b) election is not made, the Non-Employee Director may elect to have vested shall not the Company withhold that number of Shares of Restricted Stock otherwise deliverable to the Non-Employee Director upon the vesting of the Shares of Restricted Stock or to deliver to the Company a number of shares of common stock of the Company, par value $0.01 per share, in each case having a Fair Market Value on the Vesting Date equal to the maximum amount required to be withheld as a result of the vesting of the Shares of Restricted Stock. The election must be made in writing and must be delivered to the Grantee unless and until the Grantee has delivered Company prior to the Executive Vice PresidentVesting Date of the Shares of Restricted Stock. If the number of Shares so determined shall include a fractional share, Human Resources the Non-Employee Director shall deliver cash in lieu of such fractional share. All elections shall be made in a form approved by the Board and shall be subject to disapproval, in whole or in part by the Board. (c) The Non-Employee Director has reviewed with the Non-Employee Director’s own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Award Agreement. The Non-Employee Director is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Non-Employee Director understands that the Non-Employee Director (or such other executive officer and not the Company) shall be responsible for the Non-Employee Director’s own tax liability that may arise as a result of the Company performing a similar functiontransactions contemplated by this Award Agreement. The Non-Employee Director understands that Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by taxes as ordinary income the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to fair market value of the shares Shares of Restricted Stock as of the date the restrictions on the Shares lapse. In this context, “restriction” includes the Service Condition set forth in Section 3 hereof. The Non-Employee Director understands that have vested (the “Tax Amount”) (unless other arrangements acceptable Non-Employee Director may elect to be taxed at the Company in its sole discretion have been made). Notwithstanding anything herein to time the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares Shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time are granted under this Award Agreement rather than when they become vested and no longer subject to a substantial risk of forfeiture by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with filing an aggregate value equal to 150% election under Section 83(b) of the Tax Amount. For purposes Code with the I.R.S. within 30 days of the preceding sentenceGrant Date. THE NON-EMPLOYEE DIRECTOR ACKNOWLEDGES THAT IT IS THE NON-EMPLOYEE DIRECTOR’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE THE ELECTION UNDER SECTION 83(b) WITHIN 30 DAYS OF THE GRANT DATE, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingEVEN IF THE NON-EMPLOYEE DIRECTOR REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE NON-EMPLOYEE DIRECTOR’S BEHALF. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteTHE NON-EMPLOYEE DIRECTOR FURTHER ACKNOWLEDGES AND AGREES THAT IT IS THE NON-EMPLOYEE DIRECTOR’S SOLE RESPONSIBILITY TO NOTIFY THE COMPANY OF THE NON-EMPLOYEE DIRECTOR’S DECISION SO THE COMPANY CAN ACCOUNT FOR THE SHARES APPROPRIATELY.

Tax Withholding. Notwithstanding anything herein (a) The Company's obligation to deliver Vested Shares to the contraryExecutive or any Permitted Transferee shall be subject to the satisfaction of all applicable Federal, certificates state and local income, excise and employment tax withholding requirements (the "Tax Obligations"). The Executive may satisfy any Tax Obligation (i) by delivery to the Company of cash, a wire transfer of funds, or a check payable to the order of the Company in an amount equal to the tax obligations, (ii) by delivery to the Company of securities issued by the Company and then owned by the Executive for shares at least six months having an aggregate "Fair Market Value" (as defined in Section 6(c)) on the date of Restricted Stock delivery equal to the Tax Obligations, (iii) solely with respect to minimum statutory tax withholding requirements, by authorizing the Company to withhold securities issued by the Company that have vested shall not would otherwise be delivered to the Grantee unless and until Executive, with such securities valued at their Fair Market Value on the Grantee has delivered to the Executive Vice Presidentdate of Vesting, Human Resources (iv) through a full-recourse, interest-bearing promissory note in favor of the Company (or on such other executive officer of terms and conditions as the Company performing a similar function), at its corporate headquarters may reasonably establish or (v) in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock fashion that have vested (the “Tax Amount”) (unless other arrangements is reasonably acceptable to the Company in its sole discretion have been madesuch as by any combination of (i) through (iv). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty . (20b) days after the shares Payment of Restricted Stock have vested, any Tax Obligation by delivery of securities issued by the Company may be effected by delivering one or more stock certificates or by otherwise delivering securities to the Company's reasonable satisfaction (but shall not be required toincluding, without limitation, through an "attestation" procedure that is reasonably acceptable to the Company), in its sole discretioneach case accompanied by such endorsements, at any time stock powers, signature guarantees or other documents or assurances as may reasonably be required by notice to the GranteeCompany. If a certificate or certificates or other documentation representing securities in excess of the amount required are delivered, choose to satisfy a certificate (or other satisfactory evidence of ownership) representing the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that excess number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of securities shall be returned by the Tax Amount. Company. (c) For purposes of this Agreement, "Fair Market Value", when used in respect of a security as of a specified date, shall mean the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of such security on the principal national securities exchange or national market system on which such security is then traded, at the conclusion of regular trading on the first trading day immediately preceding the date in question, or, if there shall be no reported transaction on such day, at the conclusion of regular trading on the next preceding trading day for which a share transaction was reported; provided that if such security is not then listed or traded on any national securities exchange or national market system, Fair Market Value of such security shall mean fair market value as of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to date in question determined without discount for lack of liquidity, lack of control, minority status, contractual restrictions, and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notesimilar factors.

Tax Withholding. Notwithstanding anything herein to the contraryany other provision of this Agreement (including, certificates for shares of Restricted Stock that have vested without limitation, Section 2.1(b) hereof): (a) The Company shall not be delivered obligated to deliver any certificate representing Shares issuable with respect to the Grantee RSUs to Participant or his or her legal representative unless and until Participant or his or her legal representative shall have paid or otherwise satisfied in full the Grantee has delivered amount of all federal, state, local and foreign taxes (including Participant’s social security, Medicare and any other employment tax obligation) required by Applicable Law to be withheld with respect to the Executive Vice President, Human Resources taxable income of Participant resulting from the grant or vesting of the RSUs, the distribution of the Shares issuable with respect thereto, or any other taxable event related to the RSUs (the “Tax Withholding Obligation”). (b) To the maximum extent permitted by applicable law, the Company and its Affiliates have the authority and the right to deduct or withhold, or require Participant to remit to the Company or an Affiliate, an amount sufficient to satisfy the Tax Withholding Obligation with respect to any taxable event arising from the vesting of the RSUs or the receipt of the Shares upon settlement of the RSUs. Participant may satisfy the Tax Withholding Obligation by delivering to the Company an amount sufficient to satisfy the Tax Withholding Obligation in one or more of the forms specified below: (i) Cash or check; (ii) Delivery of a written or electronic notice that Participant has placed a market sell order with a broker with respect to Shares then issuable upon settlement of the RSUs, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate Tax Withholding Obligation; provided, that payment of such proceeds is then made to the Company upon settlement of such sale; (iii) With the consent of the Administrator, surrender of other Shares which have been held by Participant for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having a Fair Market Value on the date of surrender equal to the Tax Withholding Obligation (based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes as of the date of delivery (or such higher rate as may be determined by the Administrator, which higher rate may not exceed the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other executive officer rate as may be required to avoid the liability classification of the Company performing a similar functionapplicable award under generally accepted accounting principles in the United States of America), provided, that, such Shares shall be rounded up to the nearest whole Share to the extent rounding up to the nearest whole share does not result in the liability classification of the applicable Award under generally accepted accounting principles in the United States of America)); (iv) With the consent of the Administrator, surrender of Shares issuable upon settlement of the RSUs having a Fair Market Value on the date of settlement equal to the Tax Withholding Obligation (based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes as of the date of delivery (or such higher rate as may be determined by the Administrator, which higher rate may not exceed the maximum individual statutory tax rate in the applicable jurisdiction at its corporate headquarters the time of such withholding (or such other rate as may be required to avoid the liability classification of the applicable award under generally accepted accounting principles in New Yorkthe United States of America), New Yorkprovided, cash paymentthat, if anysuch Shares shall be rounded up to the nearest whole Share to the extent rounding up to the nearest whole share does not result in the liability classification of the applicable Award under generally accepted accounting principles in the United States of America)); or (v) With the consent of the Administrator, deemed necessary such other form of legal consideration as may be acceptable to the Administrator. (c) In the event Participant fails to elect to provide timely payment of all sums required pursuant to Section 2.2(a) prior to the time the Tax Withholding Obligation arises pursuant to one of the permitted payment forms specified in Section 2.2(b), the Company shall have the right and option, but not the obligation, to treat such failure as an election by Participant to satisfy all or any portion of Participant’s Tax Withholding Obligation pursuant to Section 2.2(b)(iv) above. If the Participant is subject to Section 16 of the Exchange Act at the time the Tax Withholding Obligation arises, the prior approval of the Administrator shall be required for any election by the Company pursuant to enable it Section 2.2(b)(iv) above pursuant to this Section 2.2(c). (d) In the event of any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 2(b)(ii) or Section 2(c): (i) any Shares to be sold through a broker-assisted sale will be sold on the day the Tax Withholding Obligation arises, or as soon thereafter as practicable; (ii) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (iii) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company and its Affiliates harmless from any losses, costs, damages, or expenses relating to any such sale; (iv) to the extent the proceeds of such sale exceed the Tax Withholding Obligation, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (v) Participant acknowledges that the Company or its designee and any broker is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Tax Withholding Obligation; and (vi) in the event the proceeds of such sale are insufficient to satisfy the Tax Withholding Obligation, Participant agrees to pay immediately upon demand to the Company or its Affiliates with respect to which the Tax Withholding Obligation arises, an amount sufficient to satisfy any remaining portion of the Company’s or the applicable Affiliate’s Tax Withholding Obligation. (e) In the event any Tax Withholding Obligation arising in connection with the RSUs will be satisfied under Section 2.2(b)(iv) or Section 2(c) above, then, unless the Participant is subject to Section 16 of the Exchange Act at the time the Tax Withholding Obligation arises (in which case the approval of the Administrator shall be required for any election by the Company pursuant to this Section 2.2(e)), the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on the Participant’s behalf a whole number of shares from those Shares that are issuable upon settlement of the RSUs as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the Tax Withholding Obligation (based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes as of the date of delivery (or such higher rate as may be determined by the Administrator, which higher rate may not exceed the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other tax withholding obligations rate as may be required to avoid the liability classification of the applicable award under generally accepted accounting principles in the United States of America), provided, that, such Shares shall be rounded up to the nearest whole Share to the extent rounding up to the nearest whole share does not result in the liability classification of the applicable Award under generally accepted accounting principles in the United States of America)) and to remit the proceeds of such sale to the Company or the Affiliate with respect to which the Tax Withholding Obligation arises. The Participant’s acceptance of the RSUs constitutes the Participant’s instruction and authorization to the Company and such brokerage firm to complete the transactions described in this Section 2.2(e), including the transactions described in the previous sentence, as applicable. Participant hereby appoints the Company as Participant’s agent and attorney-in-fact to instruct such brokerage firm with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount Shares to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notesold under this Section 2.2(e).

Tax Withholding. Notwithstanding anything herein (a) Grantee agrees that, no later than the first to occur of (i) the date as of which the restrictions on the Restricted Stock shall lapse with respect to all or any of the Restricted Stock covered by this Agreement or (ii) the date required by Section 5(b) below, Grantee shall pay to the contraryCompany (in cash or to the extent permitted by the Administrator, certificates for by tendering Company Stock held by the Grantee including shares of Restricted Stock held in escrow that have become vested shall not be delivered ("Share Withholding") with a Fair Market Value on the date the Restricted Stock vests equal to the Grantee unless and until the Grantee has delivered amount of Grantee's minimum statutory tax withholding liability, or to the Executive Vice Presidentextent permitted by the Administrator, Human Resources a combination thereof) any federal, state or local taxes of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash paymentany kind required by law to be withheld, if any, deemed necessary with respect to the Restricted Stock for which the restrictions shall lapse. The Company shall, to the extent permitted by law, have the Company right to enable it deduct from any payment of any kind otherwise due to satisfy Grantee any federal, foreign state or other tax withholding obligations local taxes of any kind required by law to be withheld with respect to the shares of Restricted such Company Stock. Payment of the tax withholding by a Participant who is an officer, director or other "insider" subject to Section 16(b) of the Exchange Act by tendering Company Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, or in the event that a Grantee has not satisfied form of Share Withholding is subject to pre-approval by the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to)Administrator, in its sole discretion, at any time by notice to in a manner that complies with the Granteespecificity requirements of Rule 16b-3 under the Exchange Act, choose to satisfy including the conditions outlined name of the Participant involved in the immediately preceding sentence by unilaterally revoking transaction, the Grantee’s right to receive that nature of the transaction, the number of shares to be acquired or disposed of Restricted Stock that have vested with an aggregate value equal to 150% by the Participant and the material terms of the Tax Amount. For purposes Options involved in the transaction. (b) Grantee may elect, within thirty (30) days of the preceding sentenceOffer Grant Date, each share of Restricted Stock shall be deemed elect to have a value include in gross income for federal income tax purposes an amount equal to the average closing price of a share Fair Market Value of the Common Restricted Stock on less the Nasdaq Global Market amount, if any, paid by the Grantee (or such other U.S. exchange or market on which the Common Stock is then primarily tradedthan by prior services) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on for the Restricted Stock granted hereunder by notice pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended. In connection with any such Section 83(b) election, Grantee shall pay to the GranteeCompany, it being understood that from and after or make such notice other arrangements satisfactory to the Grantee will be bound by Administrator to pay to the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part based on the Fair Market Value of the Tax Amount Restricted Stock on the Offer Grant Date, any federal, state or local taxes required by law to be paid withheld with shares respect to such Shares at the time of Common Stock owned such election. If Grantee fails to make such payments, the Company shall, to the extent permitted by law, have the Granteeright to deduct from any payment of any kind otherwise due to Grantee any federal, state or in installments (together local taxes required by law to be withheld with interest) evidenced by the Grantee’s secured promissory noterespect to such Shares.

Tax Withholding. Notwithstanding anything herein to the contrarycontrary in this Agreement, certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer shall be entitled to require payment of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary any sums required by the Company to enable it to satisfy any federal, foreign state and local income and employment, social security or other payroll tax withholding obligations law to be withheld with respect to the shares issuance, lapsing of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% restrictions on or sale of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingShares. The Company may withhold or the Participant may make such payment in one or more of the forms specified below: (i) by cash or check made payable to the Company; (ii) by the deduction of such amount from time other compensation payable to time change Participant; (or provide alternatives toiii) with respect to any withholding taxes arising in connection with the method vesting of tax the Shares, and with the consent of the Administrator, by requesting that the Company withhold a net number of vested Shares otherwise deliverable pursuant to this Agreement having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company based on the Restricted Stock granted hereunder by notice minimum applicable statutory withholding rates for federal, state and local income tax and payroll tax purposes; (iv) with respect to any withholding taxes arising in connection with the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part vesting of the Tax Amount to be paid Shares, and with the consent of the Administrator, by tendering vested shares of Common Stock owned by Participant having a then current Fair Market Value not exceeding the Granteeamount necessary to satisfy the withholding obligation of the Company based on the minimum applicable statutory withholding rates for federal, state and local income tax and payroll tax purposes; or (v) in any combination of the foregoing. In the event Participant fails to provide timely payment of all sums required pursuant to this Section 5(b), the Company shall have the right and option, but not the obligation, to treat such failure as an election by Participant to satisfy all or any portion of Participant’s required payment obligation pursuant to Section 5(b)(ii) or (iii) above. The Company shall not be obligated to deliver any share certificate representing vested Shares to Participant or Participant’s legal representative, or, if the Shares are held in installments (together with interest) evidenced by book entry form, to remove the Granteenotations on the book form, unless and until Participant or Participant’s secured promissory notelegal representative shall have paid or otherwise satisfied in full the amount of all federal, state and local taxes applicable to the taxable income of Participant resulting from the issuance, lapsing of restrictions on or sale of the Shares.

Tax Withholding. Notwithstanding anything herein i. The Recipient shall pay to the contraryCompany, certificates or make arrangements satisfactory to the Committee for shares payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to the grant of Restricted Stock that have vested shall not be delivered to Units (including without limitation the Grantee unless vesting thereof) and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (any Dividend Equivalents or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary distributions made by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations the Recipient with respect to the shares of Restricted Stock that have vested (Units as and when the “Tax Amount”) (unless other arrangements acceptable Company determines those amounts to be due, and the Company shall, to the Company in its sole discretion extent permitted by law, have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number deduct from any payment of shares any kind otherwise due to Recipient any federal, state, or local taxes of Restricted Stock that have vested any kind required by law to be withheld with an aggregate value equal respect to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder Units or any Dividend Equivalents or other distributions made by notice the Company to the Grantee, it being understood Recipient with respect to any Restricted Stock Units. ii. The Recipient agrees that from his or her minimum withholding tax obligation with respect to the granting or vesting of the Restricted Stock Units and after such notice any Dividend Equivalents or other distributions made by the Grantee Company to the Recipient with respect to the Restricted Stock Units will be bound satisfied (provided that the Recipient has enough vesting or vested shares available) by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part Company’s withholding a portion of the Tax Amount to be paid with shares of Common Stock owned by otherwise deliverable to the GranteeRecipient, such shares being valued at their fair market value as of the date on which the taxable event that gives rise to the withholding requirement occurs. The Recipient further agrees that each time the Company withholds shares to satisfy his or in installments her minimum withholding tax obligation, the Company will round up to the nearest whole number of shares (together with interest) evidenced by any over withholding applied to federal income tax). For example, if 9.6 shares are required to satisfy the Grantee’s secured promissory noteminimum withholding tax obligation, the Company will round up to 10 shares. By accepting this Agreement, the Recipient consents to this method of tax withholding, including the Company rounding up to the nearest whole number of shares.

Tax Withholding. Notwithstanding anything herein (a) In order to comply with all applicable federal, state, and local tax withholding laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state, and local payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant. (b) In accordance with the terms of the Plan, and such rules as may be adopted by the Committee under the Plan, Participant may elect to satisfy Participant’s federal, state, and local tax obligations arising from the receipt of, the lapse of restrictions relating to, or other event relating to, the Actual Performance Share Units, by any of the following means or by a combination of such means set forth below. If the Participant fails to notify the Company of his or her election prior to the contrary, certificates for shares date that the amount of Restricted Stock that have vested shall not tax to be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested withheld is determined (the “Tax AmountDate”), then the Company will withhold shares of Common Stock as described in Section 8(b)(ii), below. (i) (unless other arrangements acceptable Tendering a payment to the Company in its sole discretion have been made). Notwithstanding anything herein the form of cash, check (bank check, certified check or personal check) or money order payable to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty Company; (20ii) days after the shares of Restricted Stock have vested, Authorizing the Company may (but shall not be required to), in its sole discretion, at any time by notice to withhold from the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock otherwise issuable to the Participant a number of shares having a Fair Market Value as of the Tax Date up to the amount of the Company’s withholding tax obligation; or (iii) Delivering to the Company unencumbered shares of Common Stock already owned by Participant having a Fair Market Value, as of the GranteeTax Date, or up to the amount of the withholding tax obligation. Any shares of Common Stock already owned by Participant referred to in installments this Section 8(b)(iii) must have been owned by Participant for no less than six (together with interest6) evidenced by months prior to the Grantee’s secured promissory notedate delivered to the Company.

Tax Withholding. Notwithstanding anything herein (a) The Optionee, no later than the date as of which the value of any Common Stock first becomes includable in the gross income of the Optionee for federal income tax purposes, shall pay to the contraryCompany, certificates for shares of Restricted Stock that have vested shall not be delivered or make arrangements satisfactory to the Grantee unless and until the Grantee has delivered Board of Directors regarding payment of any federal, state or local taxes of any kind required by law to be withheld with respect to such income. The Company shall, to the Executive Vice Presidentextent permitted by law, Human Resources have the right to deduct any such taxes from any payment of any kind otherwise due to the Company Optionee. (b) The Optionee may elect to have such tax withholding obligation satisfied, in whole or such other executive officer of the Company performing a similar function)in part, at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by by: (i) authorizing the Company to enable it withhold from shares of Common Stock to satisfy any federal, foreign or other tax withholding obligations with respect be issued pursuant to the Stock Option a number of shares of Restricted Stock with an aggregate fair market value that have vested would satisfy the withholding amount due, or (the “Tax Amount”ii) (unless other arrangements acceptable transferring to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the GranteeOptionee with an aggregate fair market value that would satisfy the withholding amount due. While the Optionee is a director or officer of the Company within the meaning of Section 16(b) of the 1934 Act, the following additional restrictions shall apply: (1) the election to satisfy tax withholding obligations relating to the Stock Option in the manner permitted by this Section 8(b)(ii) shall be made either (A) during the period beginning on the third business day following the date of release of quarterly or annual summary statements of sales and earnings of the Company and ending on the twelfth business day following such date, or in installments (together with interestB) evidenced by irrevocably at least six months prior to the Grantee’s secured promissory notedate as of which the receipt of such Common Stock first becomes a taxable event for federal income tax purposes; and (2) such election shall not be made within six months of the date of grant of the option.

Tax Withholding. Notwithstanding anything herein The Company or the Employer shall be entitled to require a cash payment by or on your behalf (including, without limitation, subject to such procedures as the contraryAdministrator may adopt, certificates for pursuant to a broker-assisted “cashless” arrangement with a third party who facilitates the sale of shares of Common Stock deliverable upon any payment of Restricted Stock Units) and/or to deduct from other compensation payable to you any sums required by federal, state or local tax law to be withheld with respect to the grant, vesting or payment of the Restricted Stock Units in whole or in part. The Company may, in its discretion, agree that have vested shall not it will, upon any payment of shares of Common Stock in respect of the Restricted Stock Units, automatically reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of whole shares, valued at their then fair market value, to satisfy any withholding obligations of the Grantee unless Company and until the Grantee has delivered Employer with respect to such distribution of shares at the Executive Vice Presidentapplicable withholding rates. For Section 16 officers, Human Resources Section 5 to read as follows: “Unless (1) otherwise determined by the Administrator at any time after the Grant Date or (2) you have previously notified the Chief Financial Officer of the Company (or such other executive officer his designee) that you will pay the amount of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any applicable federal, foreign state or other local tax law withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable taxes directly to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrarycash, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares upon any payment of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned in respect of the Restricted Stock Units, the Company shall automatically reduce the number of shares to be delivered by (or otherwise reacquire) the Granteeappropriate number of whole shares, valued at their then fair market value, to satisfy any withholding obligations of the Company and the Employer with respect to such distribution of shares at the applicable withholding rates. In the event that the Administrator determines not to satisfy, or the Company cannot legally satisfy, such withholding obligations by such reduction of shares, or in installments (together the event of a cash payment or any other withholding event in respect of the Restricted Stock Units, the Company or the Employer shall be entitled to require a cash payment by or on your behalf and/or to deduct from other compensation payable to you any sums required by federal, state or local tax law to be withheld with interest) evidenced by the Grantee’s secured promissory noterespect to such distribution or payment.”

Tax Withholding. Notwithstanding anything herein The Company shall have the right, prior to the contraryissuance of any Common Shares upon full or partial exercise of the Option (whether by the Grantee or any person entitled to do so), certificates for shares of Restricted Stock that have vested shall not be delivered to require the Grantee to remit to the Grantee unless Company any and until all amounts sufficient to satisfy any withholding or other taxes that may be due as a result of the Option exercise. At the time of such exercise, the Grantee has delivered shall pay in cash to the Executive Vice President, Human Resources of Company any amount that the Company may reasonably determine to be necessary to satisfy such withholding or other tax obligation. The Company may permit the Grantee to satisfy, in whole or in part, such obligation to remit withholding or other taxes, (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary a) by directing the Company to enable it withhold Common Shares that would otherwise be received by the Grantee or (b) by delivering to the Company Common Shares already owned by the Grantee and not then subject to any repurchase, forfeiture, unfulfilled vesting, or similar requirements, in each case pursuant to such rules as the Committee may establish from time to time. The Company shall also have the right to deduct from all cash payments made pursuant to, or in connection with, the Option, the federal, state, or local taxes required to be withheld with respect to such payments. The maximum number of Common Shares that may be withheld from the Option to satisfy any federal, foreign state, or other local tax withholding obligations requirements upon the exercise of the Option may not exceed such number of Common Shares having a Fair Market Value equal to the minimum statutory amount required by the Company to be withheld and paid to any such federal, state, or local taxing authority with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company such exercise; provided, however, for so long as Accounting Standards Update 2016-09 or a similar rule remains in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedeffect, the Company may Committee has full discretion to choose, or to allow the Grantee to elect, to withhold a number of Common Shares having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding obligation (but shall not such withholding may in no event be in excess of the maximum required to), statutory withholding obligation in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the such Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of relevant tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notejurisdiction).

Tax Withholding. Notwithstanding anything herein Pursuant to such procedures as the contraryAdministrator may specify from time to time, certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such shall withhold the minimum amount required to be withheld for the payment of income, employment and other executive officer of taxes which the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested determines must be withheld (the “Tax AmountWithholding”). The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Withholding, in whole or in part (without limitation) by (unless other arrangements acceptable a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the amount of such Tax Withholding, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to such Tax Withholding, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount of the Tax Withholding. To the extent determined appropriate by the Company in its sole discretion discretion, it shall have been made)the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. Notwithstanding anything herein If Participant fails to make satisfactory arrangements for the payment of such Tax Withholding hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 4 or 6, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the contrary, in Company at no cost to the event Company. Participant acknowledges and agrees that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall refuse to deliver the Shares if such Tax Withholding is not be required to), in its sole discretion, delivered at any the time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notethey are due.

Tax Withholding. Notwithstanding anything herein Any and all payments under or pursuant to this Note shall to the contraryextent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes (as defined hereinbelow). If, certificates however, applicable law requires the withholding or deduction of any Taxes, the Company shall be entitled to deduct and withhold in respect of Taxes from any amounts payable or otherwise deliverable pursuant to this Note such amounts as may be required to be deducted or withheld therefrom under any provision of applicable law (a “Tax Deduction”). The Company shall notify the Investor prior to making a Tax Deduction and the Investor and Company shall use commercially reasonable efforts to mitigate, reduce, or eliminate the Tax Deduction. Notwithstanding any other provision of this Note and for shares greater certainty, if a Tax Deduction is required with respect to any amounts payable or otherwise deliverable under this Note, the Company shall increase such amounts payable or otherwise deliverable as necessary so that after any required withholding or the making of Restricted Stock all required deductions (including deductions applicable to additional sums payable under this Section 12) the applicable Investor receives an amount equal to the sum it would have received had no such withholding or deduction been made (an “Additional Amount”). If any Tax that would have vested resulted in the payment of an Additional Amount, including for greater certainty, any interest and penalties applicable in respect thereof, is imposed or asserted on an Investor as a result of any failure to make a Tax Deduction on an amount payable to such Investor, the Company hereby agrees to indemnify and hold harmless such Investor in respect of such Taxes (including the reasonable fees, charges and disbursements of any counsel or other tax advisor for the Investor), and shall make payment in respect thereof within fourteen (14) days after demand therefor, regardless of whether such Tax was correctly or legally imposed or asserted by the relevant governmental authority. For greater certainty the provisions of Section 12(a) shall apply to any payments made by the Company under this Note. Each party’s obligations under this Section 12 shall survive any assignment of rights by an Investor, and the repayment, satisfaction or discharge of the Note. For greater certainty, this Section 12 shall also apply in respect of any conversion of the Outstanding Amount into Shares of the Company, whether pursuant to this Note or otherwise, such that, without limitation, (i) the number of Shares actually issued to an Investor, and (ii) any other amounts actually paid to an Investor, in each case as a result of or in connection with any such conversion, shall not be delivered reduced on account of any Tax Deduction. The Company will not be required to pay an Additional Amount in respect of, or to indemnify the Grantee unless and until Investor for, any Canadian federal withholding Taxes imposed on the Grantee has delivered payment as a result of such payment having been made to an Investor that, at the Executive Vice Presidenttime of making such payment, Human Resources (A) is a Person with which the Company does not deal at arm’s length (for the purposes of the Income Tax Act (Canada)) or (B) is a “specified shareholder” (as defined in subsection 18(5) of the Income Tax Act (Canada)) of the Company or does not deal at arm’s length (or such other executive officer for the purposes of the Company performing Income Tax Act (Canada)) with such a similar function)“specified shareholder”; of the application of proposed subsection 214(18) of the Income Tax Act (Canada) (as set out in proposals to amend the Income Tax Act (Canada) on April 29, at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations 2022 with respect to “hybrid mismatch arrangements”); or the shares failure of Restricted Stock that have vested (the “Investor to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in, Tax Amount”) (unless other arrangements acceptable Deduction, but only to the Company in its sole discretion have been made). Notwithstanding anything herein extent the Investor is legally entitled to the contrary, in the event that comply with such requirements and only if such Investor received a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, written request from the Company may (but shall not be required to), delivered reasonably in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% advance of the Tax Amount. For purposes of date the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock compliance is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noterequired.

Tax Withholding. Notwithstanding anything herein any other provision of this Agreement, and subject to Section 16(d) of the Plan: (a) The Company and its Subsidiaries shall be entitled to withhold, or require Participant to remit to the contraryCompany or the applicable Subsidiary, certificates for shares an amount sufficient to satisfy applicable federal, state, local and foreign taxes (including the employee portion of Restricted Stock that have vested shall not any FICA obligation) required by law to be delivered withheld with respect to any taxable event arising pursuant to this Agreement. The Company and its Subsidiaries may withhold or Participant may make such payment in one or more of the forms specified below: (i) by cash or check made payable to the Grantee unless Company or the Subsidiary with respect to which the withholding obligation arises; (ii) by the deduction of such amount from other compensation payable to Participant; (iii) with respect to any withholding taxes arising in connection with the exercise of the Option, through the delivery of a notice that the Participant has placed a market sell order with a broker with respect to Shares then issuable upon exercise of the Option, and until that the Grantee broker has delivered been directed to pay a sufficient portion of the net proceeds of the sale to the Executive Vice PresidentCompany or the Subsidiary with respect to which the withholding obligation arises in satisfaction of such withholding taxes; provided, Human Resources that payment of such proceeds is then made to the Company at such time as may be required by the Administrator, but in any event not later than the settlement of such sale; (iv) with respect to any withholding taxes arising in connection with the exercise of the Option, with the consent of the Administrator, by tendering to the Company vested Shares held for the requisite period necessary to avoid a charge to the Company’s earnings for financial reporting purposes, as determined by the Administrator, having Fair Market Value on the date of surrender not exceeding the amount necessary to satisfy the withholding obligation of the Company and its Subsidiaries; (or such other executive officer v) with respect to any withholding taxes arising in connection with the exercise of the Option, with the consent of the Administrator, by requesting that the Company withhold a number of Shares issuable upon the exercise of the Option having Fair Market Value on the date of exercise not exceeding the amount necessary to satisfy the withholding obligation of the Company performing a similar functionand its Subsidiaries; or (vi) in any combination of the foregoing. (b) With respect to any withholding taxes arising in connection with the Option, in the event Participant does not provide timely payment of all sums required pursuant to Section 4.5(a), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company shall have the right and option, but not the obligation, to enable it treat such failure as an election by Participant to satisfy all or any federalportion of Participant’s required payment obligation pursuant to Section 4.5(a)(ii) or Section 4.5(a)(iii) above, foreign or other any combination of the foregoing as the Company may determine to be appropriate. In the event the exercise price will be satisfied under Section 4.4(d) or any tax withholding obligations obligation arising in connection with respect the Option will be satisfied under Section 4.5(a)(iii) above, then the Company may elect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements instruct any brokerage firm determined acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein for such purpose to sell on Participant’s behalf a whole number of Shares from those Shares that are issuable upon exercise of the Option as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the exercise price or the tax withholding obligation, as applicable, and to remit the proceeds of such sale to the contraryCompany or, if applicable, the Subsidiary with respect to which the withholding obligation arises. Participant’s acceptance of this Option constitutes Participant’s instruction and authorization to the Company and such brokerage firm to complete the transactions described in this Section 4.5(b), including the transactions described in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedprevious sentence, as applicable. To avoid negative accounting treatment, the Company may (but shall not be required to), in its sole discretion, at any time by notice to determine the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock applicable tax withholding based on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to minimum applicable statutory withholding rates for federal, state, local and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of foreign income tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notepayroll tax purposes.

Tax Withholding. Notwithstanding anything herein (i) If the Company receives proceeds in respect of which a tax has been withheld, the Company shall be treated as having received cash in an amount equal to the contraryamount of such withheld tax, certificates and, for shares all purposes of Restricted Stock that have vested this Agreement each Member shall not be delivered treated as having received a distribution under Article IX equal to the Grantee unless and until portion of the Grantee has delivered withholding tax allocable to such Member, as reasonably determined by the Manager. (ii) If the Company incurs a withholding tax obligation with respect to the Executive Vice Presidentshare of income allocated to any Member, Human Resources any amount which is: (A) actually withheld from a distribution that would otherwise have been made to such Member; and (B) paid over to the applicable taxing authority in satisfaction of the Company such withholding tax obligation shall be treated for all purposes under this Agreement as if such amount had been distributed to such Member under Article IX. (iii) Taxes withheld pursuant to Sections 8.5(b)(i) or such other executive officer of the Company performing a similar function(ii), at its corporate headquarters in New York, New York, cash paymentbut which exceed the amount, if any, deemed necessary actually withheld from a distribution which would otherwise have been made to such Member, shall be treated as an interest-free advance to such Member. Amounts treated as advanced to any Member pursuant to this Section 8.5(b)(iii) shall be repaid by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable such Member to the Company in its sole discretion have been made)within 30 days after the Manager gives notice to such Member making demand therefor. Notwithstanding anything herein Any amounts so advanced and not timely repaid shall bear interest, commencing on the expiration of said 30 day period, compounded monthly on unpaid balances, at an annual rate equal to the contraryApplicable Federal Rate as of such expiration date. The Company shall collect any unpaid amounts from any Company distributions that would otherwise be made to such Member. (iv) The Company shall not be liable for any excess taxes withheld in respect of any Member’s Units, and, in the event that of any such overwithholding, a Grantee has not satisfied Member’s sole recourse shall be to apply for a refund from the conditions outlined appropriate governmental authority. If the Company or any of its respective Affiliates, or any of their respective shareholders, partners, members, officers, directors, employees, managers and, as determined by the Manager in its discretion, consultants or agents, becomes liable as a result of a failure to withhold and remit taxes in respect of any Member, then such Member shall, unless otherwise agreed by the immediately preceding sentence within twenty (20Manager in writing, to the fullest extent permitted by law, indemnify and hold harmless the Company or any of its respective Affiliates, or any of their respective shareholders, partners, members, officers, directors, employees, managers and, as determined by the Manager in its discretion, consultants or agents, as the case may be, in respect of all taxes, including interest and penalties, and any expenses incurred in any examination, determination, resolution and payment of such liability. The provisions contained in this Section 8.5(b) days after shall survive the shares termination of Restricted Stock have vestedthe Company, the Company may (but shall not be required to), in its sole discretion, at termination of this Agreement and the Transfer of any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteUnits.

Tax Withholding. Notwithstanding anything herein any other provision of this Agreement (including, without limitation, Section 1.1(b) hereof): (a) The Company has the authority to deduct or withhold, or require Grantee to remit to the contraryCompany, certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it an amount sufficient to satisfy any applicable federal, state, local and foreign or other tax withholding obligations taxes (including any FICA obligation) required by law to be withheld with respect to any taxable event arising from vesting of the shares RSUs or the receipt of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to Shares upon settlement of the Company in its sole discretion have been made)RSUs. Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the The Company may (permit, but shall not be required to)obligated to allow, Grantee to make such payment in its sole discretion, at any time one or more of the forms specified below: (i) by notice cash or check made payable to the Company; (ii) by the deduction of such amount from other compensation payable to Grantee, choose ; (iii) by requesting that the Company withhold a net number of vested Shares otherwise issuable pursuant to the RSUs having a then current Fair Market Value not exceeding the amount necessary to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% withholding obligation of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock Company and its Affiliates based on the Nasdaq Global Market minimum applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes; (or such other U.S. exchange or market on which the Common Stock is then primarily tradediv) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with tendering vested shares of Common Stock owned by the Grantee having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company and its Affiliates based on the minimum applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes; or (v) in any combination of the foregoing. (b) In the event Grantee fails to provide timely payment of all sums required pursuant to Section 1.2(a), the Company shall have the right and option, but not the obligation, to treat such failure as an election by Grantee to satisfy all or any portion of Grantee’s required payment obligation pursuant to Section 1.2(a)(ii) or Section 1.2(a)(iii) above, or any combination of the foregoing as the Company may determine to be appropriate. The Company shall not be obligated to deliver any certificate representing Shares issuable with respect to the RSUs to Grantee or his legal representative unless and until Grantee or his legal representative shall have paid or otherwise satisfied in installments full the amount of all federal, state, local and foreign taxes applicable with respect to the taxable income of Grantee resulting from the grant of the RSUs, the distribution of the Shares issuable with respect thereto, or any other taxable event related to the RSUs. (together with interestc) evidenced by In the event Xxxxxxx’s tax withholding obligation will be satisfied under Section 1.2(a)(iii) above, then the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on Grantee’s secured promissory notebehalf a whole number of shares from those Shares issuable to Grantee upon settlement of the RSUs as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy Grantee’s tax withholding obligation. Xxxxxxx’s acceptance of this Award constitutes Grantee’s instruction and authorization to the Company and such brokerage firm to complete the transactions described above, including the transactions described in the previous sentence, as applicable. Any Shares to be sold at the Company’s direction through a broker-assisted sale will be sold on the day the tax withholding obligation arises (i.e., the date Common Stock is delivered) or as soon thereafter as practicable. The Shares may be sold as part of a block trade with other participants of the Plan in which all participants receive an average price. Grantee will be responsible for all broker’s fees and other costs of sale, and Xxxxxxx agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed Xxxxxxx’s tax withholding obligation, the Company agrees to pay such excess in cash to Grantee as soon as practicable. Grantee acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy Grantee’s tax withholding obligation. The Company may refuse to issue any Shares in settlement of the Award to Grantee until the foregoing tax withholding obligations are satisfied.

Tax Withholding. Notwithstanding anything herein The Company shall have the right to require the Award Recipient to remit to the contrary, certificates for Company any and all amounts sufficient to satisfy any withholding or other taxes that may be due as a result of the issuance of shares of Stock subject to the Restricted Stock Units. At the time of the Settlement Date (or, in the event that have vested tax withholding is required as of an earlier date, then such earlier date), the Award Recipient shall not be delivered pay in cash to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of Company any amount that the Company may reasonably determine to be necessary to satisfy such withholding or other tax obligation. The Company may permit the Award Recipient to satisfy, in whole or in part, such obligation to remit withholding or other taxes, (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary a) by directing the Company to enable it withhold shares of Stock that would otherwise become vested, (b) by delivering to the Company shares of Stock already owned by the Award Recipient and not then subject to any repurchase, forfeiture, unfulfilled vesting, or similar requirements, or (c) by permitting or requiring the Award Recipient to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby the Award Recipient irrevocably elects to sell a portion of the shares of Stock to be delivered in connection with the Restricted Stock Units to satisfy withholding obligations and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding obligations directly to the Company or any Affiliate in each case pursuant to such rules as the Committee may establish from time to time. The Company shall also have the right to deduct from all cash payments made pursuant to, or in connection with, the Restricted Stock Units, the federal, state, or local taxes required to be withheld with respect to such payments. The maximum number of shares of Stock that may be withheld to satisfy any federal, foreign state, or other local tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has requirements may not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that exceed such number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have having a value Fair Market Value equal to the average closing price minimum statutory amount required by the Company to be withheld and paid to any such federal, state, or local taxing authority with respect to such vesting or payment; provided, however, for so long as Accounting Standards Update 2016-09 or a similar rule remains in effect, the Committee has full discretion to choose, or to allow the Award Recipient to elect, to withhold a number of a share shares of Stock having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding obligation (but such withholding may in no event be in excess of the Common Stock on the Nasdaq Global Market (or maximum required statutory withholding obligation in such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of Award Recipient’s relevant tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notejurisdiction).

Tax Withholding. Notwithstanding anything herein Prior to the contrary, certificates for issuance of shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources upon exercise of the Company (Option, Optionee must pay or such other executive officer provide for any applicable federal or state withholding obligations of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by Corporation (including any taxes arising under Sections 409A or 4999 of the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been madeCode). Notwithstanding anything herein to If the contraryCommittee allows, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares Optionee may provide for payment of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% withholding taxes upon exercise of the Tax Amount. For purposes of Option by (i) requesting that the preceding sentence, each share of Restricted Stock shall be deemed to have Corporation retain shares with a fair market value equal to the average closing price minimum amount of a share of the Common Stock on the Nasdaq Global Market taxes required to be withheld or (or such other U.S. exchange or market on which the Common Stock is then primarily tradedii) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice delivering to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with Corporation other shares of Common Stock owned by Optionee for a period of at least six months having a fair market value equal to the Granteeminimum amount of taxes required to be withheld. In the case of clause (i) above, the Corporation shall issue the net number of shares to the Optionee by deducting the shares retained from the shares issuable upon exercise. Unless otherwise expressly set forth in a written agreement between the Company and the Optionee, neither the Company nor any of its employees, officers, directors, or service providers shall have any obligation whatsoever to pay such taxes, to prevent the Optionee from incurring them, or to mitigate or protect the Optionee from any such tax liabilities. Nevertheless, if the Company reasonably determines that the Optionee’s receipt of payments or benefits pursuant to Section 6 of the Plan as a result of the Optionee’s cessation of employment with the Company constitutes “nonqualified deferred compensation” within the meaning of Section 409A, payment of such amounts shall not commence until the Optionee incur a “separation from service” within the meaning of Treasury Regulation § 1.409A-1(h) (“Separation from Service”). If, at the time of the Optionee’s Separation from Service, the Optionee is a “specified employee” (under Internal Revenue Code Section 409A), any amount that constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A that becomes payable to the Optionee on account of the Optionee’s Separation from Service (including any amounts payable pursuant to the preceding sentence) will not be paid until after the end of the sixth calendar month beginning after the Optionee’s Separation from Service (the “409A Suspension Period”). Within 14 calendar days after the end of the 409A Suspension Period, the Optionee shall be paid a lump sum payment in installments (together with cash equal to any payments delayed because of the preceding sentence, without interest) evidenced by . Thereafter, the Grantee’s secured promissory noteOptionee shall receive any remaining benefits as if there had not been an earlier delay.

Tax Withholding. Notwithstanding anything herein (a) It shall be a condition of the obligation of the Company to deliver Stock in settlement of RSUs, and the Employee agrees, that the Employee shall pay to the contraryCompany upon its demand, certificates such amount as may be requested by the Company for the purpose of satisfying its liability to withhold federal, state, or local income or other taxes incurred by reason of the award of the RSUs or the delivery of Stock in settlement of the RSUs. (b) If the Employee does not satisfy the withholding obligations prior to the Tax Date (as defined below) by paying sufficient cash to the Company or transferring ownership of a sufficient number of other shares of Restricted Stock to the Company as provided in Paragraph 10(c), then the withholding tax requirements arising from the settlement of RSUs shall be satisfied through a withholding by the Company of shares of Stock that have vested shall not would otherwise be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or Employee. In such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedevent, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive withhold that number of shares of Restricted Stock that have vested with an aggregate value equal would otherwise be delivered in settlement of RSUs, in each case, having a Fair Market Value (as such term is defined in the Plan) on the day prior to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value Date equal to the average closing price of amount required to be withheld as a share result of the Common Stock on settlement of RSUs. As used herein, “Tax Date” means the Nasdaq Global Market (or such other U.S. exchange or market date on which the Common Employee must include in his gross income for federal income tax purposes the fair market value of the Stock is then primarily tradeddelivered in settlement of the RSUs, over the purchase price therefor. (c) If the Employee desires to use cash or other shares of Stock to satisfy the withholding obligations set forth above, the Employee must: (i) make an election to do so in writing on a form provided by the Company, (ii) deliver such election form to the Company by the deadline specified by the Company, and (iii) deliver to the Company the required cash or other shares of Stock having a Fair Market Value on the five Tax Date (5as defined above) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice equal to the Granteeamount required to be withheld. (d) To the extent provided in the resolutions of the Committee awarding RSUs subject to this Agreement, it being understood that from and after such notice the Grantee will Employee shall be bound entitled to have amounts withheld in excess of the minimum amount required to be withheld by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteCompany.

Tax Withholding. Notwithstanding anything herein (a) It shall be a condition of the obligation of the Company to release from escrow Restricted Stock to the contraryEmployee or the Beneficiary or to deliver Stock in settlement of RSUs, certificates and the Employee agrees, that the Employee shall pay to the Company upon its demand, such amount as may be requested by the Company for the purpose of satisfying its liability to withhold federal, state, or local income or other taxes incurred by reason of the award of the Restricted Stock or RSUs, as a result of the termination of the restrictions on Restricted Stock hereunder or the delivery of Stock in settlement of RSUs. (b) If the Employee does not make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to the Restricted Stock awarded hereunder, and does not satisfy the withholding obligations prior to the Tax Date (as defined below) by paying sufficient cash to the Company or transferring ownership of a sufficient number of other shares of Stock to the Company as provided in Paragraph 10(c), then the withholding tax requirements arising from the termination of restrictions on the Restricted Stock or the settlement of RSUs in Stock shall be satisfied through a withholding by the Company of shares of Stock that have vested shall not would otherwise be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or Employee. In such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedevent, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive withhold that number of shares of Restricted Stock otherwise deliverable to the Employee from escrow hereunder or that have vested with an aggregate value equal number of shares of Stock that would otherwise be delivered in settlement of RSUs, in each case, having a Fair Market Value (as such term is defined in the Plan) on the day prior to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value Date equal to the average closing price of amount required to be withheld as a share result of the Common termination of the restrictions on such Restricted Stock on or as a result of the Nasdaq Global Market (or such other U.S. exchange or market settlement of RSUs in Stock. As used herein, "Tax Date" means the date on which the Common Employee must include in his gross income for federal income tax purposes the fair market value of the Restricted Stock, or Stock is then primarily tradeddelivered in settlement of the RSUs, over the purchase price therefor. (c) If the Employee desires to use cash or other shares of Stock to satisfy the withholding obligations set forth above, the Employee must: (i) make an election to do so in writing on a form provided by the Company, (ii) deliver such election form to the Company by the deadline specified by the Company, and (iii) deliver to the company the required cash or other shares of Stock having a Fair Market Value on the five Tax Date (5as defined above) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice equal to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount amount required to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notewithheld.

Tax Withholding. Notwithstanding anything herein any other provision of this Agreement: (a) The Company and its Affiliates have the authority to deduct or withhold, or require Participant to remit to the contraryCompany or the applicable Affiliate, certificates an amount sufficient to satisfy applicable federal, state, local and foreign taxes (including the employee portion of any FICA obligation) required by law to be withheld with respect to any taxable event arising pursuant to this Agreement. The Company and its Affiliates may withhold or Participant may make such payment in one or more of the forms specified below: (i) by cash or check made payable to the Company or its Affiliate with respect to which the withholding obligation arises; (ii) by the deduction of such amount from other compensation payable to Participant; (iii) with respect to any withholding taxes arising in connection with the vesting of the Shares, with the consent of the Committee, by requesting that the Company and its Affiliates withhold a net number of vested Shares having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company and its Affiliates based on the minimum applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes; (iv) with respect to any withholding taxes arising in connection with the vesting of the Shares, with the consent of the Committee, by tendering to the Company vested shares of Restricted Stock having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company and its Affiliates based on the minimum applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes; (v) with respect to any withholding taxes arising in connection with the vesting of the Shares, through the delivery of a notice that Participant has placed a market sell order with a broker acceptable to the Company with respect to those Shares that are then becoming vested and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company or the Affiliate with respect to which the withholding obligation arises in satisfaction of such withholding taxes; provided that payment of such proceeds is then made to the Company or the applicable Affiliate at such time as may be required by the Committee, but in any event not later than the settlement of such sale; or (vi) in any combination of the foregoing. (b) With respect to any withholding taxes arising in connection with the Shares, in the event Participant fails to provide timely payment of all sums required pursuant to Section 4.3(a), the Company shall have vested the right and option, but not the obligation, to treat such failure as an election by Participant to satisfy all or any portion of Participant’s required payment obligation pursuant to Section 4.3(a)(ii) or Section 4.3(a)(iii) above, or any combination of the foregoing as the Company may determine to be appropriate; provided that, in the event a taxable event occurs in connection with the shares of a successor entity following a Change in Control, then Participant shall have the right to elect to satisfy applicable withholding taxes in accordance with the cashless method described in Section 4.3(a)(iii) above. (c) The Company shall not be delivered obligated to deliver any certificate representing the Grantee Shares to Participant or his or her legal representative unless and until Participant or his or her legal representative shall have paid or otherwise satisfied in full the Grantee has delivered to the Executive Vice President, Human Resources amount of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any all federal, state, local and foreign or other tax withholding obligations taxes applicable with respect to the shares taxable income of Restricted Stock that have vested Participant resulting from the vesting of the Shares or any other taxable event related to the Shares. (d) In the “Tax Amount”) (unless other arrangements event any tax withholding obligation arising in connection with the Shares will be satisfied under Section 4.3(a)(iii), then the Company may elect to instruct any brokerage firm determined acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein for such purpose to the contrary, in the event that sell on Participant’s behalf a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that whole number of shares of Restricted Stock from those Shares that have are then becoming vested as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the tax withholding obligation and to remit the proceeds of such sale to the Company or the Affiliate with an aggregate value equal respect to 150% which the withholding obligation arises. Participant’s acceptance of this Agreement constitutes Participant’s instruction and authorization to the Tax Amount. For purposes of Company and such brokerage firm to complete the preceding transactions described in this Section 4.3(d), including the transactions described in the previous sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingas applicable. The Company may from time refuse to time change (deliver any certificate representing the Shares to Participant or provide alternatives to) his or her legal representative until the method of foregoing tax withholding on obligations are satisfied. (e) Participant is ultimately liable and responsible for all taxes owed in connection with the Restricted Stock granted hereunder by notice Shares, regardless of any action the Company or any of its Affiliates takes with respect to any tax withholding obligations that arise in connection with the GranteeShares. Neither the Company nor any of its Affiliates make any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, it being understood that from and after such notice vesting or payment of the Grantee will be bound by Shares or the method (or alternatives) specified in any such noticesubsequent sale of the Shares. The Company (in and its sole Affiliates do not commit and absolute discretion) may permit all are under no obligation to structure this Agreement to reduce or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Granteeeliminate Participant’s secured promissory notetax liability.

Tax Withholding. Notwithstanding anything herein The Company shall have the right, prior to the contrary, certificates for issuance of any shares of Restricted Stock that have vested shall not be delivered upon full or partial exercise of the Option (whether by the Optionee or any person entitled to do so), to require the Optionee to remit to the Grantee unless Company any and until all amounts sufficient to satisfy any withholding or other taxes that may be due as a result of the Grantee has delivered Option exercise. At the time of such exercise, the Optionee shall pay in cash to the Executive Vice President, Human Resources of Company any amount that the Company may reasonably determine to be necessary to satisfy such withholding or other tax obligation. The Company may permit the Optionee to satisfy, in whole or in part, such obligation to remit withholding or other taxes, (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary a) by directing the Company to enable it withhold sharers of Stock that would otherwise be received by the Optionee, (b) by delivering to the Company shares of Stock already owned by the Optionee and not then subject to any repurchase, forfeiture, unfulfilled vesting, or similar requirements, in each case pursuant to such rules as the Committee may establish from time to time, or (c) by permitting or requiring the Optionee to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby the Optionee irrevocably elects to sell a portion of the shares of Stock to be delivered in connection with the exercise to satisfy withholding obligations and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding obligations directly to the Company or any Affiliate in each case pursuant to such rules as the Committee may establish from time to time. The Company shall also have the right to deduct from all cash payments made pursuant to, or in connection with, the Option, the federal, state, or local taxes required to be withheld with respect to such payments. The maximum number of shares of Stock that may be withheld from the Option to satisfy any federal, foreign state, or other local tax withholding obligations with respect to requirements upon the shares exercise of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has Option may not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that exceed such number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have having a value Fair Market Value equal to the average closing price minimum statutory amount required by the Company to be withheld and paid to any such federal, state, or local taxing authority with respect to such exercise; provided, however, for so long as Accounting Standards Update 2016-09 or a similar rule remains in effect, the Committee has full discretion to choose, or to allow the Optionee to elect, to withhold a number of a share shares of Stock having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding obligation (but such withholding may in no event be in excess of the Common Stock on maximum required statutory withholding obligation in the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of Optionee’s relevant tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notejurisdiction).

Tax Withholding. Notwithstanding anything herein The Company or any Affiliate shall have the authority and right to deduct or withhold or require a Holder to remit to the contraryCompany or any Affiliate, certificates for shares an amount sufficient to satisfy Tax‑Related Items with respect to any taxable event concerning a Holder arising as a result of Restricted Stock that have vested shall not the Plan or to take such other action as may be delivered to necessary in the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources opinion of the Company or any Affiliate, as appropriate, to satisfy withholding obligations for the payment of Tax‑Related Items, including but not limited to (a) withholding from the Holder’s wages or such other executive officer cash compensation; (b) withholding from the proceeds for the sale of Shares underlying the Company performing Award either through a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary voluntary sale or a mandatory sale arranged by the Company on the Holder’s behalf; or (c) in the Committee’s sole discretion and in satisfaction of the foregoing requirement withhold Shares otherwise issuable under an Award (or allow the return of Shares) having a Fair Market Value equal to enable it the sums required to satisfy any federalbe withheld. To avoid negative accounting treatment, foreign or other tax withholding obligations the number of Shares which may be withheld with respect to the shares issuance, vesting, exercise or payment of Restricted Stock that any Award or which may be repurchased from the Holder of such Award or redeemed in order to satisfy the Holder’s Tax‑Related Items liabilities with respect to the issuance, vesting, exercise or payment of the Award may be limited to the number of Shares which have vested (a Fair Market Value on the “Tax Amount”) (unless date of withholding, repurchase or redemption equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates or other applicable minimum withholding rates. No Shares shall be delivered hereunder to any Holder or other person until the Holder or such other person has made arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to for the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% satisfaction of the Tax Amount. For purposes of Tax‑Related Items withholdings obligations with respect to any taxable event concerning the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (Holder or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part person arising as a result of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notePlan.

Tax Withholding. Notwithstanding anything herein any other provision of this Agreement: (a) The Company has the authority to deduct or withhold, or require Holder to remit to the contraryCompany, certificates for shares an amount sufficient to satisfy applicable federal, state, local and foreign taxes (including any FICA obligation) required by law to be withheld with respect to any taxable event arising from the vesting of Restricted Stock that have vested the Units or Xxxxxx’s receipt of the Shares upon settlement of the Units. The Company may permit, but shall not be delivered obligated to allow, Holder to make such payment in one or more of the forms specified below: (i) by cash or check made payable to the Grantee unless and until Company; (ii) by the Grantee has delivered deduction of such amount from other compensation payable to Holder; (iii) by requesting that the Company withhold a net number of vested Shares otherwise issuable (including through providing sale instructions to a brokerage firm in a manner consistent with Section 1.2(c) below) pursuant to the Executive Vice President, Human Resources Units having a then-current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company and its Subsidiaries based on the minimum applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes (or such other executive officer the “Withholding Amount”); (iv) by tendering a number of vested Shares (including through providing sale instructions to a brokerage firm in a manner consistent with Section 1.2(c) below) having a then-current Fair Market Value not exceeding the amount necessary to satisfy the Withholding Amount; or (v) any combination of the Company performing a similar functionforegoing. (b) In the event Holder fails to provide timely payment of all sums required pursuant to Section 1.2(a), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company shall have the right and option, but not the obligation, to enable it treat such failure as an election by Holder to satisfy all or any federalportion of Holder’s required payment obligation pursuant to Section 1.2(a)(ii) or Section 1.2(a)(iii) above, foreign or other tax withholding obligations any combination of the foregoing as the Company may determine to be appropriate. The Company shall not be obligated to deliver any certificate representing Shares issuable with respect to the shares Units to Holder or his or her legal representative unless and until Holder or his or her legal representative shall have paid or otherwise satisfied in full the amount of Restricted Stock that have vested all federal, state, local and foreign taxes applicable with respect to the taxable income of Holder resulting from the vesting of the Units, the distribution of the Shares issuable with respect thereto, or any other taxable event related to the Units. (c) In the “Tax Amount”event Holder’s tax withholding obligation will be satisfied under Section 1.2(a)(iii) (unless other arrangements or Section 1.2(a)(iv) above, then the Company may elect to instruct any brokerage firm determined acceptable to the Company in its sole discretion have been made)for such purpose to sell on Holder’s behalf a whole number of Shares as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy Holder’s tax withholding obligation. Notwithstanding anything herein Xxxxxx’s acceptance of this Award constitutes Holder’s instruction and authorization to the contraryCompany and such brokerage firm to complete the transactions described above, including the transactions described in the event that previous sentence, as applicable. Any Shares to be sold at the Company’s direction through a Grantee has not satisfied broker-assisted sale will be sold on the conditions outlined day the tax withholding obligation arises (i.e., the date Shares are delivered) or as soon thereafter as practicable. The Shares may be sold as part of a block trade with other participants of the Plan in which all participants receive an average price. Holder will be responsible for all broker’s fees and other costs of sale, and Xxxxxx agrees to indemnify and hold the immediately preceding sentence within twenty (20) days after Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the shares extent the proceeds of Restricted Stock have vestedsuch sale exceed Xxxxxx’s tax withholding obligation, the Company agrees to pay such excess in cash to Holder as soon as practicable. Holder acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price and that the proceeds of any such sale may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose sufficient to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the GranteeHolder’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingtax withholding obligation. The Company may from time refuse to time change (or provide alternatives to) issue any Shares in settlement of the method of Award to Holder until the foregoing tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteobligations are satisfied.

Tax Withholding. Notwithstanding anything herein Prior to the contrary, certificates for shares vesting of the Restricted Stock that have vested shall not be delivered Units, Participant will pay or make adequate arrangements satisfactory to the Grantee unless Company and/or the Employer to satisfy all withholding and until the Grantee has delivered to the Executive Vice President, Human Resources payment obligations of Tax-Related Items of the Company (or such other executive officer of and/or the Employer. In this regard, Participant authorizes the Company performing a similar function)and/or the Employer, or their respective agents, at its corporate headquarters in New Yorktheir discretion, New York, to satisfy the obligations with regard to all Tax-Related Items by withholding from Participant’s wages or other cash payment, if any, deemed necessary compensation paid to Participant by the Company and/or the Employer, or withholding from proceeds of the sale of Shares acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to enable this authorization) without further consent from Participant. If withholding is performed from proceeds from the sale of Shares acquired upon vesting of the Restricted Stock Units, the Company may withhold or account for Tax-Related Items by considering maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy any federalhis or her obligations for Tax-Related Items, foreign in whole or other tax withholding obligations with respect in part (without limitation) by (i) delivery of cash or check to the shares Company or the Employer, (ii) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, or (iii) selling a sufficient number of Restricted Stock that have vested Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the “Tax Amount”) (unless other arrangements acceptable amount required to be withheld. Further, to the extent determined appropriate by the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vesteddiscretion, the Company may will have the right (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose obligation) to satisfy any obligations for Tax-Related Items by reducing the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal Shares otherwise deliverable to 150% of Participant. If the Tax Amount. For purposes of the preceding sentenceobligation for Tax-Related Items is satisfied by withholding in Shares, each share of Restricted Stock shall be for tax purposes, Participant is deemed to have a value equal been issued the full number of Shares subject to the average closing price of vested Restricted Stock Units, notwithstanding that a share number of the Common Stock on Shares are held back solely for the Nasdaq Global Market (or such other U.S. exchange or market on which purpose of paying the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteTax-Related Items.

Tax Withholding. Notwithstanding anything herein (a) It shall be a condition of the obligation of the Company to release from escrow Restricted Stock to the contraryEmployee or the Beneficiary or to deliver Stock in settlement of RSUs, certificates and the Employee agrees, that the Employee shall pay to the Company upon its demand, such amount as may be requested by the Company for the purpose of satisfying its liability to withhold federal, state, or local income or other taxes incurred by reason of the award of the Restricted Stock or RSUs, as a result of the termination of the restrictions on Restricted Stock hereunder or the delivery of Stock in settlement of RSUs. (b) If the Employee does not make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to the Restricted Stock awarded hereunder, and does not satisfy the withholding obligations prior to the Tax Date (as defined below) by paying sufficient cash to the Company or transferring ownership of a sufficient number of other shares of Stock to the Company as provided in Paragraph 10(c), then the withholding tax requirements arising from the termination of restrictions on the Restricted Stock or the settlement of RSUs in Stock shall be satisfied through a withholding by the Company of shares of Stock that have vested shall not would otherwise be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or Employee. In such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedevent, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive withhold that number of shares of Restricted Stock otherwise deliverable to the Employee from escrow hereunder or that have vested with an aggregate value equal number of shares of Stock that would otherwise be delivered in settlement of RSUs, in each case, having a Fair Market Value (as such term is defined in the Plan) on the day prior to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value Date equal to the average closing price of amount required to be withheld as a share result of the Common termination of the restrictions on such Restricted Stock on or as a result of the Nasdaq Global Market (or such other U.S. exchange or market settlement of RSUs in Stock. As used herein, “Tax Date” means the date on which the Common Employee must include in his gross income for federal income tax purposes the fair market value of the Restricted Stock, or Stock is then primarily tradeddelivered in settlement of the RSUs, over the purchase price therefor. (c) If the Employee desires to use cash or other shares of Stock to satisfy the withholding obligations set forth above, the Employee must: (i) make an election to do so in writing on a form provided by the Company, (ii) deliver such election form to the Company by the deadline specified by the Company, and (iii) deliver to the company the required cash or other shares of Stock having a Fair Market Value on the five Tax Date (5as defined above) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice equal to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount amount required to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notewithheld.

Tax Withholding. Notwithstanding anything herein to the contrary, certificates for shares of Restricted Stock that have vested (a) The Company shall not be delivered obligated to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy deliver any federal, foreign or other tax withholding obligations certificate representing Shares issuable with respect to the shares RSUs or any cash payment in respect of Restricted Stock that the Dividend Equivalents to Participant or his or her legal representative unless and until Participant or his or her legal representative shall have vested paid or otherwise satisfied in full the amount of all federal, state, local and foreign taxes applicable with respect to the taxable income of Participant resulting from the vesting of the RSUs or the Dividend Equivalents, the distribution of the Shares issuable with respect thereto, the settlement of the Dividend Equivalents or any other taxable event related to the RSUs or the Dividend Equivalents (the “Tax AmountWithholding Obligation”). (b) Unless Participant elects to satisfy the Tax Withholding Obligation by some other means in accordance with clause (unless other arrangements c) below prior to the time the Tax Withholding Obligation arises, Participant’s acceptance of this Award constitutes Participant’s instruction and authorization to the Company to, and the Company shall, withhold a net number of vested Shares otherwise issuable pursuant to the RSUs having a then-current Fair Market Value not exceeding the amount necessary to satisfy the Tax Withholding Obligation of the Company and its Affiliates with respect to the vesting or distribution of the RSUs based on the minimum applicable statutory withholding rates. In the event Participant’s Tax Withholding Obligation will be satisfied under this Section 1.2(b), then the Company may elect to instruct any brokerage firm determined acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein for such purpose to sell on Participant’s behalf a whole number of shares from those Shares issuable to Participant upon settlement of the RSUs as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy Participant’s Tax Withholding Obligation with respect to the contraryvesting or distribution of the RSUs. Participant’s acceptance of this Award constitutes Participant’s instruction and authorization to the Company and such brokerage firm to complete the transactions described above, including the transactions described in the event that previous sentence, as applicable. Any Shares to be sold at the Company’s direction through a Grantee has not satisfied broker-assisted sale will be sold on the conditions outlined day the Tax Withholding Obligation with respect to the vesting or distribution of the RSUs arises or as soon thereafter as practicable. The Shares may be sold as part of a block trade with other participants of the Plan in which all participants receive an average price. Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the immediately preceding sentence within twenty (20) days after Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the shares extent the proceeds of Restricted Stock have vestedsuch sale exceed Participant’s Tax Withholding Obligation with respect to the vesting or distribution of the RSUs, the Company agrees to pay such excess in cash to Participant as soon as practicable. Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may (but shall not be required to), in its sole discretion, at sufficient to satisfy Participant’s Tax Withholding Obligation. (c) At any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the not less than five (5) trading business days up before any Tax Withholding Obligation arises, Participant may elect to satisfy the Tax Withholding Obligation by delivering to the Company an amount that the Company determines is sufficient to satisfy the Tax Withholding Obligation in one or more of the forms specified below: (i) by the deduction of such amount from other compensation payable to Participant; (ii) by tendering vested Shares owned by Participant having a then-current Fair Market Value not exceeding the amount necessary to satisfy the Tax Withholding Obligation of the Company and including its Affiliates based on the date minimum applicable statutory withholding rates; (iii) through the delivery of vesting. The a notice that Participant has placed a market sell order with a broker acceptable to the Company with respect to the Shares issuable pursuant to the RSUs then vesting and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company or its Affiliate with respect to which the Tax Withholding Obligation arises in satisfaction of such obligation; provided that payment of such proceeds is then made to the Company or the applicable Affiliate at such time as may from time to time change be required by the Board (or provide alternatives to) any Committee to which administration of the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound Plan has been delegated by the method (or alternatives) specified Board), but in any event not later than the settlement of such notice. The Company sale; or (iv) in its sole and absolute discretion) may permit all or part any combination of the foregoing. (d) To the maximum extent permitted by applicable law, the Company further has the authority to deduct or withhold such amount as is necessary to satisfy any Tax Amount Withholding Obligation from other compensation payable to be paid Participant with shares respect to any taxable event arising from vesting of Common Stock owned by the GranteeRSUs or the Dividend Equivalents, the receipt of the Shares upon settlement of the RSUs or in installments (together with interest) evidenced by the Grantee’s secured promissory notesettlement of the Dividend Equivalents.

Tax Withholding. Notwithstanding anything herein Upon the exercise of the Options in accordance with the terms of this Agreement, the Partnership shall have the right to withhold (and at the Optionee’s election the Partnership shall withhold) the number of Units issuable in respect of the Options having an aggregate Fair Market Value as of the date of the withholding equal to the contrary, certificates for shares amount of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, state, local or foreign taxes payable as a result of the vesting or other tax exercise of the Options in whole or in part; provided, however, that the value of the Units withheld may not exceed the statutory minimum withholding obligations with respect to amount required by law or such additional amount (as permitted by law) elected by Optionee. The value of any Units withheld by the shares of Restricted Stock that have vested (Partnership shall be paid by the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose Partnership to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the GranteeOptionee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amounttax liabilities. For purposes of this Agreement, Fair Market Value means, with respect to a Unit for any purpose on a particular date, (A) if Units are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and listed for trading on a national exchange or market, the average, for the 30-day period preceding sentencesuch date, each share of Restricted Stock shall be deemed to have a value equal to of: (i) the average closing price of a share of quoted on the Common New York Stock Exchange, the American Stock Exchange, or the Nasdaq National Market, as applicable; (ii) the last sale price quoted on the Nasdaq Global SmallCap Market; (iii) the average of the high bid and low asked prices on the Nasdaq OTC Bulletin Board Service or by the National Quotation Bureau, Inc.; or (iv) if Units are not quoted by any of the above, the average of the closing bid and asked prices on the relevant date furnished by a professional market maker for the Units, and (B) if there are not any quoted bid and asked prices, the value as determined in good faith by the Board of Directors of the General Partner (the "Board"), provided, however, that for purposes of calculating Optionee's taxable income upon exercise of the Options under the circumstances set forth in clause (A) above, Fair Market (Value shall mean the closing price or such other U.S. the last sale price quoted on the principal exchange or market on which the Common Stock is then primarily Units are listed or traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory note.

Tax Withholding. Notwithstanding anything herein any other provision of this Agreement: (a) The Company Group has the authority to deduct or withhold, or require Participant to remit to the contraryapplicable Company Group Member, certificates an amount sufficient to satisfy any applicable federal, state, local and foreign taxes (including the employee portion of any FICA obligation) required by Applicable Law to be withheld with respect to any taxable event arising pursuant to this Agreement. The Company Group may withhold or Participant may make such payment in one or more of the forms specified below: (i) by cash or check made payable to the Company Group Member with respect to which the withholding obligation arises; (ii) by the deduction of such amount from other compensation payable to Participant; (iii) with respect to any withholding taxes arising in connection with the exercise of the Option, with the consent of the Administrator, by requesting that the Company withhold a net number of Shares issuable upon the exercise of the Option having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company Group based on the maximum statutory withholding rates in Participant’s applicable jurisdictions for shares federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income; (iv) with respect to any withholding taxes arising in connection with the exercise of Restricted Stock the Option, with the consent of the Administrator, by tendering to the Company vested Shares held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company Group based on the maximum statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income; (v) with respect to any withholding taxes arising in connection with the exercise of the Option, through the delivery of a notice that Participant has placed a market sell order with a broker acceptable to the Company with respect to Shares then issuable to Participant pursuant to the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company Group Member with respect to which the withholding obligation arises in satisfaction of such withholding taxes; provided that payment of such proceeds is then made to the applicable Company Group Member at such time as may be required by the Administrator, but in any event not later than the settlement of such sale; or (vi) in any combination of the foregoing. (b) With respect to any withholding taxes arising in connection with the Option, in the event Participant fails to provide timely payment of all sums required pursuant to Section 3.4(a), the Company shall have vested the right and option, but not the obligation, to treat such failure as an election by Participant to satisfy all or any portion of Participant’s required payment obligation pursuant to Section 3.4(a)(ii) or Section 3.4(a)(iii) above, or any combination of the foregoing as the Company may determine to be appropriate. The Company shall not be delivered obligated to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy deliver any federal, foreign or other tax withholding obligations certificate representing Shares issuable with respect to the shares exercise of Restricted Stock that the Option to, or to cause any such Shares to be held in book-entry form by, Participant or his or her legal representative unless and until Participant or his or her legal representative shall have vested paid or otherwise satisfied in full the amount of all federal, state, local and foreign taxes applicable with respect to the taxable income of Participant resulting from the exercise of the Option or any other taxable event related to the Option. (c) In the “Tax Amount”) (unless other arrangements event any tax withholding obligation arising in connection with the Option will be satisfied under Section 3.4(a)(iii), then the Company may elect to instruct any brokerage firm determined acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein for such purpose to sell on Participant’s behalf a whole number of Shares from those Shares then issuable upon the contrary, in exercise of the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, Option as the Company may (but shall not determines to be required to), in its sole discretion, at any time by notice appropriate to the Grantee, choose generate cash proceeds sufficient to satisfy the conditions outlined tax withholding obligation and to remit the proceeds of such sale to the Company Group Member with respect to which the withholding obligation arises. Participant’s acceptance of this Option constitutes Participant’s instruction and authorization to the Company and such brokerage firm to complete the transactions described in this Section 3.4(c), including the transactions described in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding previous sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingas applicable. The Company may from time refuse to time change (or provide alternatives to) issue any Shares to Participant until the method of foregoing tax withholding on the Restricted Stock granted hereunder by notice obligations are satisfied, provided that no payment shall be delayed under this Section 3.4(c) if such delay will result in a violation of Section 409A. (d) Participant is ultimately liable and responsible for, and, to the Granteeextent permitted by Applicable Law, it being understood agrees to indemnify and keep indemnified the Company Group from, all taxes and social security or national insurance contributions owed in connection with the Option (including the grant or exercise of the Option or the acquisition or disposal of any Shares), regardless of any action any Company Group Member takes with respect to any tax withholding obligations that from and after such notice arise in connection with the Grantee will be bound by Option. No Company Group Member makes any representation or undertaking regarding the method (treatment of any tax withholding in connection with the awarding, vesting or alternatives) specified in any such noticeexercise of the Option or the subsequent sale of Shares. The Company (in its sole Group does not commit and absolute discretion) may permit all is under no obligation to structure the Option to reduce or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Granteeeliminate Participant’s secured promissory notetax liability.

Tax Withholding. Notwithstanding anything herein (a) The Grantee agrees that, subject to clause 6(b) below, no later than the contrary, certificates for shares date as of which the restrictions on the Restricted Stock that have vested shall not be delivered lapse with respect to all or any of the Restricted Stock covered by this Agreement, the Grantee unless and until the Grantee has delivered shall pay to the Executive Vice President, Human Resources of the Company (in cash or such other executive officer to the extent permitted by the Committee in its sole discretion, shares of Common Stock held by the Grantee whose Fair Market Value is equal to the amount of the Company performing a similar function)Grantee’s tax withholding liability) any federal, at its corporate headquarters in New York, New York, cash paymentstate or local taxes of any kind required by law to be withheld, if any, deemed necessary with respect to the Restricted Stock for which the restrictions shall lapse. The Company or its subsidiaries shall, to the extent permitted by law, have the Company right to enable it deduct from any payment of any kind otherwise due to satisfy the Grantee any federal, foreign state or other tax withholding obligations local taxes of any kind required by law to be withheld with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingStock. The Company may from time refuse to time change instruct the transfer agent to release the shares of Common Stock or redeliver share certificates if the Grantee fails to comply with any withholding obligation. (or provide alternatives tob) If the method Grantee properly elects, within thirty (30) days of the Grant Date, to include in gross income for federal income tax withholding on purposes an amount equal to the Fair Market Value as of the Grant Date of the Restricted Stock granted hereunder by notice pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, the Grantee shall pay to the GranteeCompany, it being understood that from and after or make other arrangements satisfactory to the Committee to pay to the Company, any federal, state or local taxes required to be withheld with respect to such notice shares. If the Grantee will fails to make such payments, the Company or its affiliates shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Grantee any federal, state or local taxes of any kind required by law to be bound by the method (or alternatives) specified in any withheld with respect to such noticeShares. The Company (in its sole and absolute discretion) may permit all refuse to instruct the transfer agent to release the shares or part of the Tax Amount redeliver share certificates if Grantee fails to be paid comply with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteany withholding obligation.

Tax Withholding. Notwithstanding anything herein The Company or any Subsidiary shall be entitled to the contraryrequire a cash payment (or to elect, certificates for shares or permit Holder to elect, such other form of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources payment determined in accordance with Section 11.2 of the Company (Plan) by or such on behalf of Holder and/or to deduct from other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary compensation payable to Holder any sums required by the Company to enable it to satisfy any federal, foreign state or other local tax withholding obligations law to be withheld with respect to any taxable event arising in connection with this Award or the vesting thereof or lapse of the Restrictions hereunder. In satisfaction of the foregoing requirement, unless otherwise determined by the Company, (I) the Company or any Subsidiary shall withhold shares of Restricted Common Stock that have vested (otherwise issuable under the “Tax Amount”) (unless other arrangements acceptable Award having a fair market value equal to the sums required to be withheld by federal, state and/or local tax law, or (II) the Company may, in its sole discretion upon Holder’s Sell to Cover Election as set forth in the Grant Notice at the time of the Award, permit Holder to elect to enter into a “sell to cover” commitment with Bank of America Xxxxxxx Xxxxx or such other party instructed by the Company (the “Agent”) whereby Holder irrevocably elects to sell the portion of the shares of Common Stock to be delivered under the Award necessary so as to satisfy the tax withholding obligations and whereby the Agent irrevocably commits to forward the proceeds necessary to satisfy the tax withholding obligations directly to the Company and/or its Subsidiaries. The number of shares of Common Stock which shall be so withheld or sold, as applicable, in order to satisfy such federal, state and/or local withholding tax liabilities shall be limited to the number of shares which have been made)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, state and/or local tax purposes that are applicable to such supplemental taxable income. Notwithstanding anything herein any other provision of this Agreement (including without limitation Section 2.1(b) hereof), the Company shall not be obligated to deliver any new certificate representing shares of Common Stock to Holder or Holder’s legal representative or to enter any such shares of Common Stock in book entry form unless and until Holder or Holder’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state and local taxes applicable to the contrary, in taxable income of Holder resulting from the grant or vesting of the Award or the issuance of shares of Common Stock hereunder. In the event that Holder provided a Grantee has not satisfied Sell to Cover Election pursuant to the conditions outlined in Grant Notice, Xxxxxx hereby acknowledges and agrees: (i) Holder hereby appoints the immediately preceding sentence within twenty Agent as Xxxxxx’s agent and authorizes the Agent to (201) days sell on the open market at the then prevailing market price(s), on Xxxxxx’s behalf, as soon as practicable on or after the shares of Restricted Common Stock have vestedare issued upon the vesting of any portion of the Award, that number (rounded up to the next whole number) of the shares of Common Stock so issued necessary to generate proceeds to cover (A) any tax withholding obligations incurred with respect to such vesting or issuance and (B) all applicable fees and commissions due to, or required to be collected by, the Agent with respect thereto and (2) apply any remaining funds to Holder’s federal tax withholding. (ii) Holder hereby authorizes the Company may (but shall not be required to), in its sole discretion, at any time by notice and the Agent to cooperate and communicate with one another to determine the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Common Stock that have vested with an aggregate value equal must be sold pursuant to 150% of subsection (i) above. (iii) Holder understands that the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to Agent may effect sales as provided in subsection (i) above in one or more sales and that the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may for executions resulting from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee bunched orders will be bound by the method (or alternatives) specified in any such noticeassigned to Xxxxxx’s account. The Company (in its sole and absolute discretion) In addition, Holder acknowledges that it may permit all or part of the Tax Amount not be possible to be paid with sell shares of Common Stock owned as provided by subsection (i) above due to (1) a legal or contractual restriction applicable to Holder or the GranteeAgent, (2) a market disruption, or (3) rules governing order execution priority on the national exchange where the shares of Common Stock may be traded. In the event of the Agent’s inability to sell shares of Common Stock, Holder will continue to be responsible for the timely payment to the Company and/or its Subsidiaries of all federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld, including but not limited to those amounts specified in installments subsection (together i) above. (iv) Holder acknowledges that regardless of any other term or condition of this Section 2.2(d), the Agent will not be liable to Holder for (1) special, indirect, punitive, exemplary, or consequential damages, or incidental losses or damages of any kind, or (2) any failure to perform or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control. (v) Holder hereby agrees to execute and deliver to the Agent any other agreements or documents as the Agent reasonably deems necessary or appropriate to carry out the purposes and intent of this Section 2.2(d). The Agent is a third-party beneficiary of this Section 2.2(d). (vi) This Section 2.2(d) shall terminate not later than the date on which all tax withholding obligations arising in connection with interest) evidenced by the Grantee’s secured promissory notevesting of the Award have been satisfied.

Tax Withholding. Notwithstanding anything herein This provision supplements Section 2.2 of the Agreement: (a) If Participant is a resident of the United Kingdom, then Participant’s “Tax Liability” shall also include Participant’s primary national insurance contributions and, at the Company’s discretion, any secondary national insurance contributions of the Company Group. In addition, at the discretion of the Company, the Shares underlying the RSUs cannot be issued until Participant has entered into an election with the Company or Participant’s Employer, as appropriate (a “joint election”), in a form approved by the Company and Her Majesty’s Revenue & Customs (“HMRC”) under which any liability of the Company Group for the employer’s secondary national insurance contributions is transferred to and met by Participant. Participant undertakes that, upon request by the Company, Participant will join with his or her employer or such other member of the Company Group as may be appropriate in electing, pursuant to Section 431 of the Income Tax (Earnings and Pensions) Act 2003 (“ITEPA”) that, for relevant tax purposes, the market value of the Shares issued upon vesting of the RSUs on any occasion will be calculated as if the Shares were not restricted and Sections 425 to 430 (inclusive) of ITEPA are not to apply to such Shares. (b) Participant agrees that if Participant does not pay or the Employer or the Company does not withhold from Participant the full amount of all taxes applicable to the contrary, certificates for shares taxable income of Restricted Stock Participant (the “Tax-Related Items”) that have vested shall not be delivered Participant owes due to the Grantee the grant or vesting of the RSUs, the distribution of the Shares issuable with respect thereto, or any other taxable event related to the RSUs (the “Taxable Event”) within ninety (90) days after the end of the tax year in which the Taxable Event occurred, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, then the amount that should have been withheld shall constitute a loan owed by Participant to the Employer, effective ninety (90) days after the end of the tax year in which the Taxable Event occurred. Participant agrees that the loan will bear interest at the HMRC’s official rate and will be immediately due and repayable by Participant, and the Company and/or the Employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to Participant by the Employer, by withholding in Shares issued upon vesting of the RSUs or from the cash proceeds from the sale of Shares or by demanding cash or a cheque from Participant. Participant also authorizes the Company to delay the issuance of any Shares to Participant unless and until the Grantee has delivered to loan is repaid in full. (c) Notwithstanding the Executive Vice Presidentforegoing, Human Resources of the Company (if Participant is a director or such other executive officer of the Company performing a similar function(within the meaning of Section 13(k) of the Exchange Act), at its corporate headquarters in New YorkParticipant understands that the foregoing provision will not apply. Instead, New York, cash payment, if any, deemed necessary by any Tax-Related Items not collected or paid may constitute a benefit to Participant on which additional income tax and national insurance contributions may be payable. Participant understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable self-assessment regime and for paying to the Company in its sole discretion have been made). Notwithstanding anything herein to and/or the contraryEmployer (as appropriate) the amount of any employee national insurance contributions due on this additional benefit, which can be recovered by any means set out in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteAgreement.

Tax Withholding. Notwithstanding anything herein (a) The Participant agrees that, subject to clause 7(b) below, no later than the contrary, certificates for shares date as of which the restrictions on the Restricted Stock that have vested shall not be delivered lapse with respect to all or any of the Grantee unless and until Restricted Stock covered by this Agreement, the Grantee has delivered Participant shall pay to the Executive Vice President, Human Resources of the Company (in cash or such other executive officer to the extent permitted by the Committee, Restricted Stock held by the Participant whose Fair Market Value on the day preceding the date the Restricted Stock vests is equal to the amount of the Company performing a similar function)Participant’s tax withholding liability) any federal, at its corporate headquarters in New York, New York, cash paymentstate or local taxes of any kind required by law to be withheld, if any, deemed necessary with respect to the Restricted Stock for which the restrictions shall lapse. The Company or its affiliates shall, to the extent permitted by law, have the Company right to enable it deduct from any payment of any kind otherwise due to satisfy the Participant any federal, foreign state or other tax withholding obligations local taxes of any kind required by law to be withheld with respect to the shares of Restricted Stock that have vested Stock. (b) If the “Tax Amount”) Participant properly elects, within thirty (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (2030) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For Grant Date, to include in gross income for federal income tax purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value an amount equal to the average closing price of a share Fair Market Value as of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date Grant Date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice pursuant to Section 83(b) of the Code, the Participant shall pay to the GranteeCompany, it being understood that from and after or make other arrangements satisfactory to the Committee to pay to the Company in the year of such notice the Grantee will be bound by the method (grant, any federal, state or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount local taxes required to be paid withheld with shares respect to such Restricted Stock. If the Participant fails to make such payments, the Company or its affiliates shall, to the extent permitted by law, have the right to deduct from any payment of Common Stock owned any kind otherwise due to the Participant any federal, state or local taxes of any kind required by the Grantee, or in installments (together law to be withheld with interest) evidenced by the Grantee’s secured promissory noterespect to such Restricted Stock.

Tax Withholding. Notwithstanding anything herein The Corporation shall be entitled to require --------------- deduction from other compensation payable to the contrary, certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary Employee any sums required by the Company to enable it to satisfy any federal, foreign state or other local tax withholding obligations law to be withheld with respect to the exercise of the Option, but, in the alternative, (i) the Corporation may require the Employee or other person exercising the Option to advance such sums in cash, or (ii) if the Employee or other person exercising the Option elects, the Corporation may withhold shares of Restricted the Corporation's Common Stock having a Fair Market Value equal to the sums required to be withheld. If the Employee or other person exercising the Option elects to advance such sums directly, written notice of that election shall be delivered prior to such exercise and, whether pursuant to such election or pursuant to a requirement imposed by the Corporation, payment in cash or by check of such sums for taxes shall be delivered within ten days after the date of exercise. If the Employee or other person exercising the Option elects to have vested the Corporation withhold shares of the Corporation's Common Stock having a Fair Market Value equal to the sums required to be withheld, the value of the shares of the Corporation's Common Stock to be withheld will be equal to the Fair Market Value of such shares on the date that the amount of tax to be withheld is to be determined (the “"Tax Amount”) (unless other arrangements acceptable Date"). Elections by the Employee to have shares of the Corporation's Common Stock withheld for this purpose will be subject to the Company in its sole discretion have been made). Notwithstanding anything herein following restrictions: (w) the election must be made prior to the contraryTax Date, (x) the election must be irrevocable, (y) the election will be subject to the approval or disapproval (as the case may be) of the Administrator, and (z) if the Employee is an officer of the Corporation within the meaning of Section 16 of the Exchange Act, the election, in addition, may not be made within six months of the grant of the Option (except that this limitation will not apply in the event that a Grantee has not satisfied the conditions outlined death or Disability of the Employee occurs prior to the expiration of the six month period) and either must be made at least six months prior to the Tax Date or in one of the immediately preceding sentence within twenty (20) days after periods beginning on the shares third business day following the date of Restricted Stock have vested, release of the Company may (but Corporation's quarterly or annual summary statements of sales and earnings and ending on the twelfth business day following such date. The Corporation shall not be required to), in its sole discretion, at any time by notice obligated to issue shares and/or distribute cash to the Grantee, choose to satisfy Employee or other person exercising the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% Option upon exercise of the Tax Amount. For purposes Option until such payment has been received or shares have been so withheld, unless withholding as of the preceding sentence, each share of Restricted Stock shall be deemed or prior to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company such exercise is sufficient to cover all such sums due or which may from time be due with respect to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteexercise.

Tax Withholding. Notwithstanding anything herein any other provision of this Agreement: (a) Participant shall be required to remit to the contraryCompany or the applicable Subsidiary, certificates an amount sufficient to satisfy applicable federal, state, local and foreign taxes (including the employee portion of any FICA obligation) required by law to be withheld with respect to any taxable event arising pursuant to this Agreement. Participant may make such payment in one or more of the forms specified below: (i) by cash or check made payable to the Company or the Subsidiary with respect to which the withholding obligation arises; (ii) with respect to any withholding taxes arising in connection with the distribution of the RSUs, unless otherwise determined by the Administrator, by requesting that the Company and its Subsidiaries withhold a net number of vested Shares otherwise issuable pursuant to the RSUs having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company and its Subsidiaries based on the minimum applicable statutory withholding rates for shares federal, state, local and foreign income tax and payroll tax purposes; (iii) with respect to any withholding taxes arising in connection with the distribution of Restricted Stock the RSUs, unless otherwise determined by the Administrator, by tendering to the Company vested Shares having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company and its Subsidiaries based on the minimum applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes; (iv) with respect to any withholding taxes arising in connection with the distribution of the RSUs, subject to Participant’s compliance with the Company’s Xxxxxxx Xxxxxxx Policy, through the delivery of a notice that Participant has placed a market sell order with a broker acceptable to the Company with respect to Shares then issuable to Participant pursuant to the RSUs, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company or the Subsidiary with respect to which the withholding obligation arises in satisfaction of such withholding taxes; provided that payment of such proceeds is then made to the Company or the applicable Subsidiary at such time as may be required by the Administrator, but in any event not later than the settlement of such sale; or (v) in any combination of the foregoing. (b) With respect to any withholding taxes arising in connection with the RSUs, in the event Participant fails to provide timely payment of all sums required pursuant to Section 2.5(a), the Company shall have vested the right and option, but not the obligation, to (i) deduct such amounts from other compensation payable to Participant and/or (ii) treat such failure as an election by Participant to satisfy all or any portion DC\4200816.6 of Participant’s required payment obligation pursuant to Section 2.5(a)(ii) above. The Company shall not be delivered obligated to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy deliver any federal, foreign or other tax withholding obligations certificate representing Shares issuable with respect to the shares RSUs to Participant or his or her legal representative unless and until Participant or his or her legal representative shall have paid or otherwise satisfied in full the amount of Restricted Stock that have vested all federal, state, local and foreign taxes applicable with respect to the taxable income of Participant resulting from the vesting or settlement of the RSUs or any other taxable event related to the RSUs. (c) In the “Tax Amount”) (unless other arrangements event any tax withholding obligation arising in connection with the RSUs may be satisfied under Section 2.5(a)(ii), then the Company may elect to instruct any brokerage firm determined acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein for such purpose to sell on Participant’s behalf a whole number of shares from those Shares then issuable to Participant pursuant to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, RSUs as the Company may (but shall not determines to be required to), in its sole discretion, at any time by notice appropriate to the Grantee, choose generate cash proceeds sufficient to satisfy the conditions outlined tax withholding obligation and to remit the proceeds of such sale to the Company or the Subsidiary with respect to which the withholding obligation arises. Participant’s acceptance of this Award constitutes Participant’s instruction and authorization to the Company and such brokerage firm to complete the transactions described in this Section 2.5(c), including the transactions described in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding previous sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingas applicable. The Company may from time refuse to time change (or provide alternatives to) issue any Shares in settlement of the method of RSUs to Participant until the foregoing tax withholding on obligations are satisfied, provided that no payment shall be delayed under this Section 2.5(c) if such delay will result in a violation of Section 409A of the Restricted Stock granted hereunder by notice Code. (d) Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the GranteeRSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, it being understood that from and after such notice vesting or payment of the Grantee will be bound by RSUs or the method (or alternatives) specified in any such noticesubsequent sale of Shares. The Company (in its sole and absolute discretion) may permit all the Subsidiaries do not commit and are under no obligation to structure the RSUs to reduce or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Granteeeliminate Participant’s secured promissory notetax liability.

Tax Withholding. Notwithstanding anything herein any other provision of this Agreement: (a) The Company Group has the authority to deduct or withhold, or require Participant to remit to the contraryapplicable Company Group Member, certificates an amount sufficient to satisfy applicable federal, state, local and foreign taxes (including the employee portion of any FICA obligation) required by law to be withheld with respect to any taxable event arising pursuant to this Agreement. The Company Group may withhold or Participant may make such payment in one or more of the forms specified below: (i) by cash or check made payable to the Company Group Member with respect to which the withholding obligation arises; (ii) by the deduction of such amount from other compensation payable to Participant; (iii) with respect to any withholding taxes arising in connection with the distribution of the RSUs, with the consent of the Administrator, by requesting that the Company and its Subsidiaries withhold a net number of Shares otherwise issuable pursuant to the RSUs having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company Group based on the maximum statutory withholding rates for shares federal, state, local and foreign income tax and payroll tax purposes; (iv) with respect to any withholding taxes arising in connection with the distribution of Restricted Stock the RSUs, with the consent of the Administrator, by tendering to the Company vested Shares having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company Group based on the maximum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes; (v) with respect to any withholding taxes arising in connection with the distribution of the RSUs, through the delivery of a notice that Participant has placed a market sell order with a broker acceptable to the Company with respect to Shares then issuable to Participant pursuant to the RSUs, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company Group Member with respect to which the withholding obligation arises in satisfaction of such withholding taxes; provided that payment of such proceeds is then made to the applicable Company Group Member at such time as may be required by the Administrator, but in any event not later than the settlement of such sale; or (vi) in any combination of the foregoing. (b) With respect to any withholding taxes arising in connection with the RSUs, in the event Participant fails to provide timely payment of all sums required pursuant to Section 2.5(a), the Company shall have vested the right and option, but not the obligation, to treat such failure as an election by Participant to satisfy all or any portion of Participant’s required payment obligation pursuant to Section 2.5(a)(ii) or Section 2.5(a)(iii) above, or any combination of the foregoing as the Company may determine to be appropriate. The Company shall not be delivered obligated to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy deliver any federal, foreign or other tax withholding obligations certificate representing Shares issuable with respect to the shares RSUs to Participant or his or her legal representative unless and until Participant or his or her legal representative shall have paid or otherwise satisfied in full the amount of Restricted Stock that have vested all federal, state, local and foreign taxes applicable with respect to the taxable income of Participant resulting from the vesting or settlement of the RSUs or any other taxable event related to the RSUs. (c) In the “Tax Amount”) (unless other arrangements event any tax withholding obligation arising in connection with the RSUs will be satisfied under Section 2.5(a)(iii), then the Company may elect to instruct any brokerage firm determined acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein for such purpose to sell on Participant’s behalf a whole number of Shares from those Shares then issuable to Participant pursuant to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, RSUs as the Company may (but shall not determines to be required to), in its sole discretion, at any time by notice appropriate to the Grantee, choose generate cash proceeds sufficient to satisfy the conditions outlined tax withholding obligation and to remit the proceeds of such sale to the Company Group Member with respect to which the withholding obligation arises. Participant’s acceptance of this Award constitutes Participant’s instruction and authorization to the Company and such brokerage firm to complete the transactions described in this Section 2.5(c), including the transactions described in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding previous sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingas applicable. The Company may from time refuse to time change (or provide alternatives to) issue any Shares in settlement of the method of RSUs to Participant until the foregoing tax withholding on obligations are satisfied, provided that no payment shall be delayed under this Section 2.5(c) if such delay will result in a violation of Section 409A. (d) Participant is ultimately liable and responsible for all taxes owed in connection with the Restricted Stock granted hereunder by notice RSUs, regardless of any action the Company Group Member takes with respect to any tax withholding obligations that arise in connection with the GranteeRSUs. No Company Group Member makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, it being understood that from and after such notice vesting or payment of the Grantee will be bound by RSUs or the method (or alternatives) specified in any such noticesubsequent sale of Shares. The Company (in its sole Group does not commit and absolute discretion) may permit all is under no obligation to structure the RSUs to reduce or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Granteeeliminate Participant’s secured promissory notetax liability.

Tax Withholding. Notwithstanding anything herein to (a) The Grantee acknowledges that he or she is responsible for obtaining the contrary, certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources advice of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other Grantee’s own tax withholding obligations advisors with respect to the shares award of Restricted Stock Units and the Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with respect to the tax consequences relating to the Restricted Stock Units. The Grantee understands that have vested the Grantee (and not the Company) shall be responsible for the Grantee’s tax liability that may arise in connection with the acquisition, vesting and/or disposition of the Restricted Stock Units. The Grantee acknowledges that no election under Section 83(b) of the Internal Revenue Code, as amended, is available with respect to Restricted Stock Units. (b) The Grantee acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Grantee any federal, state, local or other taxes of any kind required by law to be withheld with respect to the vesting of the Restricted Stock Units. At such time as the Grantee is not aware of any material nonpublic information about the Company or the Common Stock, the Grantee shall execute the instructions set forth in in Exhibit A attached hereto (the “Tax AmountAutomatic Sale Instructions”) (unless other arrangements acceptable as the means of satisfying such tax obligation. If the Grantee does not execute the Automatic Sale Instructions prior to an applicable vesting date, then the Company in its sole discretion have been made). Notwithstanding anything herein to Grantee agrees that if under applicable law the contrary, in Grantee will owe taxes at such vesting date on the event that a Grantee has not satisfied portion of the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have Award then vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice entitled to immediate payment from the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% Grantee of the Tax Amount. For purposes amount of any tax required to be withheld by the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingCompany. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in shall not deliver any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by to the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteGrantee until it is satisfied that all required withholdings have been made.

Tax Withholding. Notwithstanding anything herein (i) The Participant shall pay to the contraryCompany, certificates for shares of Restricted Stock that have vested shall not be delivered or make arrangements satisfactory to the Grantee unless and until the Grantee has delivered Committee for payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to the Executive Vice President, Human Resources grant of Performance Shares (including without limitation the Company (vesting thereof) and any Dividend Equivalents or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary distributions made by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations the Participant with respect to the shares of Restricted Stock that have vested (Performance Shares as and when the “Tax Amount”) (unless other arrangements acceptable Company determines those amounts to be due, and the Company shall, to the Company in its sole discretion extent permitted by law, have been made). Notwithstanding anything herein the right to deduct from any payment of any kind otherwise due to Participant any federal, state, or local taxes of any kind 3 required by law to be withheld with respect to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, Performance Shares or any Dividend Equivalents or other distributions made by the Company may (but shall not be required to), in its sole discretion, at any time by notice to the GranteeParticipant with respect to any Performance Shares. (ii) The Participant agrees that his or her minimum withholding tax obligation with respect to the granting, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% vesting or settlement of the Tax Amount. For purposes Stock-Settled Performance Shares and any Dividend Equivalents or other distributions made by the Company to the Participant with respect to the Stock-Settled Performance Shares will be satisfied (provided that the Participant has enough vesting or vested shares available) by the Company’s withholding a portion of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned otherwise deliverable to the Participant, such shares being valued at their Fair Market Value as of the date on which the taxable event that gives rise to the withholding requirement occurs. The Participant further agrees that each time the Company withholds shares to satisfy his or her minimum withholding tax obligation, the Company will round up to the nearest whole number of shares (with any over withholding applied to federal income tax). For example, if 9.6 shares are required to satisfy the minimum withholding tax obligation, the Company will round up to 10 shares. By accepting this Agreement, the Participant consents to this method of tax withholding, including the Company rounding up to the nearest whole number of shares. (iii) The Participant agrees that his or her minimum withholding tax obligation with respect to the granting, vesting or settlement of the Cash-Settled Performance Shares and any Dividend Equivalents or other distributions made by the Grantee, or in installments (together Company to the Participant with interest) evidenced respect to the Cash-Settled Performance Shares will be satisfied by the GranteeCompany’s secured promissory notewithholding a portion of the cash otherwise deliverable to the Participant.

Tax Withholding. Notwithstanding anything herein Participant shall be obligated, no later than the date as of which the value of the Options or any Common Units (or related dividends or other distributions) acquired as a result of the exercise of such Options first becomes includible in the gross income of Participant for federal income tax purposes, to pay to the contraryCompany, certificates for shares of Restricted Stock that have vested shall not be delivered or make arrangements satisfactory to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources Committee regarding payment of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary any sums required by the Company to enable it to satisfy any federal, state, provincial, local or foreign or other tax withholding obligations law to be withheld with respect to the shares issuance, vesting, exercise, payment, repurchase or cancellation of Restricted Stock that have vested any Options or any Common Units (or related dividends or other distributions) acquired as a result of the exercise of such Options (“Tax AmountTaxes”) (unless other arrangements acceptable ). To satisfy this obligation, Participant shall be notified of the amount of required Taxes and shall deliver to the Company in its sole discretion have been made). Notwithstanding anything herein a cash payment equal to such amount within the contrarytime prescribed by the Company; provided, in however, if Participant breaches his or her obligation to make the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedforegoing cash payment, the Company may shall be entitled to retain and withhold (but shall not be required to), in its sole discretion, at any time by notice to based on the Grantee, choose to satisfy Fair Market Value) (a) the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that minimum whole number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value Common Units at least equal to the average closing price of a share stated required Taxes attributable to the Options or any Common Units as of the date that the value of the Options or any Common Stock on Units acquired as a result of the Nasdaq Global Market exercise of such Options first become includible in the gross income of Participant and (b) the portion of dividends or other distributions at least equal to the stated required Taxes attributable to such dividends or other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including distributions as of the date that the value of vestingsuch dividends or other distributions first become includible in the gross income of Participant. The Company may from time shall have no obligation to time change (deliver such retained or provide alternatives to) withheld Common Units and other dividends or distributions to Participant, the method Fair Market Value of tax withholding on which the Restricted Stock granted hereunder by notice Company shall pay to the Granteeappropriate taxing authority in cash. To the extent that amounts are so deducted and withheld, it being understood that from and after such notice the Grantee will deducted or withheld amounts shall be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit treated for all or part of the Tax Amount purposes as having been paid to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteParticipant.

Tax Withholding. Notwithstanding anything herein to (a) It shall be a condition of the contrary, certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources obligation of the Company (to release from escrow Restricted Stock to the Employee or such other executive officer the Beneficiary or to deliver Stock in settlement of RSUs, and the Employee agrees, that the Employee shall pay to the Company performing a similar function)upon its demand, at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary such amount as may be requested by the Company for the purpose of satisfying its liability to enable it to satisfy any withhold federal, foreign state, or local income or other tax withholding obligations taxes incurred by reason of the award of the Restricted Stock or RSUs, as a result of the termination of the restrictions on Restricted Stock hereunder or the delivery of Stock in settlement of RSUs. (b) If the Employee does not make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to the shares of Restricted Stock that awarded hereunder, the Employee may satisfy the Company’s withholding tax requirements by electing to have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive withhold that number of shares of Restricted Stock otherwise deliverable to the Employee from escrow hereunder or that have vested with an aggregate value equal number of shares of Stock that would otherwise be issued in settlement of RSUs, or to 150% deliver to the Company a number of shares of Stock, in each case, having a Fair Market Value on the day prior to the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value Date (as defined below) equal to the average closing price of amount required to be withheld as a share result of the Common Stock termination of the restrictions on such Restricted Stock. The election must be in writing and be delivered to the Nasdaq Global Market (or Company prior to the Tax Date. If the number of shares so calculated to be withheld shall include a fractional share, the Employee shall deliver cash in lieu of such other U.S. exchange or market fractional share. All elections shall be made in a form approved by the Company. As used herein, “Tax Date” means the date on which the Common Stock is then primarily traded) on Employee must include in his gross income for federal income tax purposes the five (5) trading days up to and including the date fair market value of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock, or Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified delivered in any such notice. The Company (in its sole and absolute discretion) may permit all or part settlement of the Tax Amount to be paid with shares of Common Stock owned by RSUs, over the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notepurchase price therefor.

Tax Withholding. Notwithstanding anything herein to the contraryany other provision of this Agreement: (a) Upon vesting and settlement of Participant’s RSUs, certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy shall instruct any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements brokerage firm determined acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein for such purpose to sell on Participant’s behalf a whole number of Shares from those Shares that are subject to the contraryRSUs as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy any applicable federal, state, local and foreign taxes (including the employee portion of any Federal Insurance Contributions Act obligation) required by Applicable Law to be withheld, and to remit the proceeds of such sale to the Company Group Member with respect to which the withholding obligation arises. Participant’s acceptance of this RSU constitutes Participant’s instruction and irrevocable authorization to the Company and such brokerage firm to complete the transactions described in this Section 2.5(a), including the transactions described in the previous sentence, as applicable. In the event of the occurrence of any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in this Section 2.5(a): (i) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation arises, or as soon thereafter as practicable; (ii) such Shares may be sold as part of a block trade with participants in the Plan, in which Participant and the other participants in the block trade receive an average price; (iii) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (iv) to the extent the proceeds of such sale exceed the applicable tax withholding obligation, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (v) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation; and (vi) in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares proceeds of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose such sale are insufficient to satisfy the conditions outlined applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member with respect to which the withholding obligation arises, an amount in the immediately preceding sentence by unilaterally revoking the Grantee’s right cash sufficient to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% satisfy any remaining portion of the Tax Amountapplicable Company Group Member’s withholding obligation. (b) Participant is ultimately liable and responsible for, and, to the extent permitted by Applicable Law, agrees to indemnify and keep indemnified the Company Group from, all taxes owed in connection with the RSUs, regardless of any action any Company Group Member takes with respect to any tax withholding obligations that arise in connection with the RSUs. For purposes No Company Group Member makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or settlement of the preceding sentence, each share RSUs or the subsequent sale of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingShares. The Company may from time Group does not commit and is under no obligation to time change (structure the RSUs to reduce or provide alternatives to) the method of eliminate Participant’s tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteliability.

Tax Withholding. Notwithstanding anything herein any contrary provision of this Agreement, no certificate representing the Shares will be issued to the contraryParticipant and no cash will be paid pursuant to Section 6, certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company satisfactory arrangements (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary as determined by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations Administrator) will have been made by Participant with respect to the shares payment of income, employment and other taxes which the Company determines must be withheld with respect to such Shares so issuable and/or cash to be paid. All income, employment and other taxes related to this Restricted Stock that have vested (Unit Award and any Shares or cash delivered in payment thereof are the “Tax Amount”) (unless other arrangements acceptable sole responsibility of Participant. Any cash payments to the Company be made pursuant to Section 6 hereof will be reduced to satisfy any applicable tax withholding requirements with respect to such amounts. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such tax withholding obligation with respect to Shares issuable hereunder, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) electing to have been made). Notwithstanding anything herein the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the contraryamount required to be withheld, in (c) delivering to the event that Company already vested and owned Shares having a Grantee has not satisfied Fair Market Value equal to the conditions outlined in the immediately preceding sentence within twenty amount required to be withheld, or (20d) days after the shares selling a sufficient number of Restricted Stock have vested, such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (but shall not whether through a broker or otherwise) equal to the amount required to be required to)withheld. The Company, in its sole discretion, at may use any time by notice cash amounts that are to be paid pursuant to Section 6 to satisfy any tax withholding otherwise due with respect to the Granteeissuance of Shares pursuant to this Restricted Stock Unit Award. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 2, choose to satisfy Participant will permanently forfeit such Restricted Stock Units and the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of any Shares with respect thereto and such Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall Units will be deemed to have a value equal returned to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice at no cost to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteCompany.

Tax Withholding. Notwithstanding anything herein (a) The Grantee agrees that, subject to clause 5(b) below, no later than the contrary, certificates for shares date as of which the restrictions on the Restricted Stock that have vested shall not be delivered lapse with respect to all or any of the Restricted Stock covered by this Agreement, the Grantee unless and until the Grantee has delivered shall pay to the Executive Vice President, Human Resources of the Company (in cash or such other executive officer to the extent permitted by the Committee, Shares held by the Grantee whose Fair Market Value on the day preceding the date the Restricted Stock vests is equal to the amount of the Company performing a similar function)Grantee’s tax withholding liability) any federal, at its corporate headquarters in New York, New York, cash paymentstate or local taxes of any kind required by law to be withheld, if any, deemed necessary with respect to the Restricted Stock for which the restrictions shall lapse. The Company or its affiliates shall, to the extent permitted by law, have the Company right to enable it deduct from any payment of any kind otherwise due to satisfy the Grantee any federal, foreign state or other tax withholding obligations local taxes of any kind required by law to be withheld with respect to the shares of Restricted Stock that have vested Stock. (b) If the “Tax Amount”) Grantee properly elects, within thirty (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (2030) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For Grant Date, to include in gross income for federal income tax purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value an amount equal to the average closing price of a share Fair Market Value as of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date Grant Date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, the Grantee shall pay to the GranteeCompany, it being understood that from and after or make other arrangements satisfactory to the Committee to pay to the Company in the year of such notice grant, any federal, state or local taxes required to be withheld with respect to such Shares. If the Grantee will be bound fails to make such payments, the Company or its affiliates shall, to the extent permitted by law, have the method (right to deduct from any payment of any kind otherwise due to the Grantee any federal, state or alternatives) specified in local taxes of any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount kind required by law to be paid withheld with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noterespect to such Shares.

Tax Withholding. Notwithstanding anything herein If the Grantee makes an election under Section 83(b) of the Code with respect to any Restricted Shares, the grant of such Restricted Shares shall be further conditioned upon the Grantee making prompt payment to the contrary, certificates for shares Company of Restricted Stock that have vested shall not be delivered to any applicable withholding obligations or withholding taxes (“Withholding Taxes”). Failure by the Grantee unless to pay such Withholding Taxes will render the Restricted Shares subject to such election null and until void ab initio and such Restricted Shares will be immediately cancelled. If the Grantee has delivered to the Executive Vice President, Human Resources does not make an election under Section 83(b) of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations Code with respect to the shares Restricted Share Award, the Company's obligation to release the vested Restricted Shares shall be subject to the Grantee's satisfaction of any applicable Withholding Taxes, and the Grantee shall pay the amount of any such Withholding Taxes to the Company as set forth in this Section 4.2. The Grantee may satisfy his or her obligation to pay the Withholding Taxes with respect to any Restricted Stock that have vested Shares for which an election under Section 83(b) of the Code has not been made by: (the “Tax Amount”i) (unless other arrangements acceptable making a cash payment to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value amount equal to the average closing price of a share of Withholding Taxes; (ii) having the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice withhold Shares otherwise deliverable to the GranteeGrantee pursuant to settlement of vested Restricted Shares; or (iii) delivering, it being understood that from and after such notice actually or by attestation, to the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock Shares already owned by the Grantee, ; provided that in the case of (ii) or in installments (together iii) the amount of such Shares withheld or Shares delivered (with interest) evidenced the value of such Shares being based on the Fair Market Value of a Share as of the payment date as determined by the GranteeCommittee) shall be determined by the Committee. The Grantee acknowledges and agrees that the Company has the right to deduct from compensation or other amounts owing to the Grantee an amount not to exceed the Withholding Taxes. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding or vesting of the Restricted Shares or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure this Restricted Share Award to reduce or eliminate Xxxxxxx’s secured promissory notetax liability.

Tax Withholding. Notwithstanding anything herein (a) The Recipient must deliver to the contraryCompany, certificates for within ten (10) days after written notification from the Company as to the amount of the tax withholding that is due, either (i) cash, or (ii) a certified check payable to the Company, in the amount of all tax withholding obligations imposed on the Company by reason of the vesting of the Restricted Shares, or the making of an election pursuant to Code Section 83(b), as applicable, except as provided in Section 4(b), or (iii) by tendering a number of whole shares of Restricted Common Stock that have vested shall not be delivered which, when multiplied by the Fair Market Value of the Common Stock on the vesting date, is sufficient to satisfy the Grantee unless and until minimum amount of the Grantee has delivered to the Executive Vice President, Human Resources of required tax withholding obligations imposed on the Company (or such other executive officer of the Company performing a similar function"Stock Tendering Election"); provided, at its corporate headquarters in New Yorkhowever, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company Committee may in its sole discretion have been madediscretion, disapprove and give no effect to the Stock Tendering Election by giving written notice to the Recipient within ten (10) days after receipt of the Stock Tendering Election, in which event the Recipient must deliver, within ten (10) days after receiving such notice, the tax withholding in the manner provided in clause (i) or (ii). Notwithstanding anything herein If the Recipient does not timely satisfy payment of the tax withholding obligation, the Recipient will forfeit the Restricted Shares. (b) If the Recipient does not make an election pursuant to the contraryCode Section 83(b), in lieu of paying the event that tax withholding obligation as described in Section 4(a), Recipient may elect to have the actual number of Vested Restricted Shares reduced by the number of whole shares of Common Stock which, when multiplied by the Fair Market Value of the Common Stock on the vesting date, is sufficient to satisfy the minimum amount of the required tax obligations imposed on the Company by reason of the vesting of the Restricted Shares (the "Withholding Election"). Recipient may make a Grantee has not satisfied Withholding Election only if all of the following conditions outlined in are met: (i) the immediately preceding sentence Withholding Election must be made within twenty ten (2010) days after the shares Recipient receives written notification from the Company as to the amount of Restricted Stock have vestedthe tax withholding that is due (the "Tax Notice Date"), by executing and delivering to the Company a properly completed Notice of Withholding Election, in substantially the form of Exhibit 3 attached hereto; and (ii) any Withholding Election made will be irrevocable; however, the Company may (but shall not be required to)Committee may, in its sole discretion, at disapprove and give no effect to any time Withholding Election, by giving written notice to the Grantee, choose to satisfy Recipient no later than ten (10) days after the conditions outlined in the immediately preceding sentence by unilaterally revoking the GranteeCompany’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% receipt of the Tax Amount. For purposes Notice of Withholding Election, in which event the Recipient must deliver to the Company, within ten (10) days after receiving such notice, the amount of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice pursuant to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteSection 4(a).

Tax Withholding. Notwithstanding anything herein any other provision of this Agreement, and subject to Section 17(d) of the Plan: (a) The Company and its Subsidiaries shall be entitled to withhold, or require Participant to remit to the contraryCompany or the applicable Subsidiary, certificates for shares an amount sufficient to satisfy applicable federal, state, local and foreign taxes (including the employee portion of Restricted Stock that have vested shall not any FICA obligation) required by law to be delivered withheld with respect to any taxable event arising pursuant to this Agreement. The Company and its Subsidiaries may withhold or Participant may make such payment in one or more of the forms specified below: (i) by cash or check made payable to the Grantee unless Company or the Subsidiary with respect to which the withholding obligation arises; (ii) by the deduction of such amount from other compensation payable to Participant; (iii) with respect to any withholding taxes arising in connection with the exercise of the Option, through the delivery of a notice that the Participant has placed a market sell order with a broker with respect to Shares then issuable upon exercise of the Option, and until that the Grantee broker has delivered been directed to pay a sufficient portion of the net proceeds of the sale to the Executive Vice PresidentCompany or the Subsidiary with respect to which the withholding obligation arises in satisfaction of such withholding taxes; provided, Human Resources that payment of such proceeds is then made to the Company at such time as may be required by the Administrator, but in any event not later than the settlement of such sale; (iv) with respect to any withholding taxes arising in connection with the exercise of the Option, with the consent of the Administrator, by tendering to the Company vested Shares held for the requisite period necessary to avoid a charge to the Company's earnings for financial reporting purposes, as determined by the Administrator, having Fair Market Value on the date of surrender not exceeding the amount necessary to satisfy the withholding obligation of the Company and its Subsidiaries; (or such other executive officer v) with respect to any withholding taxes arising in connection with the exercise of the Option, with the consent of the Administrator, by requesting that the Company withhold a number of Shares issuable upon the exercise of the Option having Fair Market Value on the date of exercise not exceeding the amount necessary to satisfy the withholding obligation of the Company performing a similar functionand its Subsidiaries; or (vi) in any combination of the foregoing. (b) With respect to any withholding taxes arising in connection with the Option, in the event Participant does not provide timely payment of all sums required pursuant to Section 4.5(a), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company shall have the right and option, but not the obligation, to enable it treat such failure as an election by Participant to satisfy all or any federalportion of Participant’s required payment obligation pursuant to Section 4.5(a)(ii) or Section 4.5(a)(v) above, foreign or other any combination of the foregoing as the Company may determine to be appropriate. In the event the exercise price will be satisfied under Section 4.4(d) or any tax withholding obligations obligation arising in connection with respect the Option will be satisfied under Section 4.5(a)(v) above, then the Company may elect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements instruct any brokerage firm determined acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein for such purpose to sell on Participant’s behalf a whole number of Shares from those Shares that are issuable upon exercise of the Option as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the exercise price or the tax withholding obligation, as applicable, and to remit the proceeds of such sale to the contraryCompany or, if applicable, the Subsidiary with respect to which the withholding obligation arises. Participant’s acceptance of this Option constitutes Participant’s instruction and authorization to the Company and such brokerage firm to complete the transactions described in this Section 4.5(b), including the transactions described in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedprevious sentence, as applicable. To avoid negative accounting treatment, the Company may (but shall not be required to), in its sole discretion, at any time by notice to determine the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock applicable tax withholding based on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to minimum applicable statutory withholding rates for federal, state, local and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of foreign income tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notepayroll tax purposes.

Tax Withholding. Notwithstanding anything herein On or before the time you receive a distribution of the shares subject to your RSUs, or at any time thereafter as requested by the contraryCompany, certificates you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision in cash for shares of Restricted Stock that have vested shall not be delivered any sums required to satisfy the Grantee unless federal, state, local and until the Grantee has delivered to the Executive Vice President, Human Resources foreign tax and social insurance or National Insurance Contributions withholding obligations of the Company or any Affiliate which arise in connection with your RSUs, including, without limitation, obligations arising upon (i) the grant, vesting, in whole or such other executive officer in part, of the Company performing a similar function)RSUs, at its corporate headquarters (ii) the transfer, in New Yorkwhole or in part, New Yorkof any shares acquired upon vesting of the RSUs, cash payment(iii) the operation of any law or regulation providing for the imputation of interest, if any, deemed necessary by or (iv) the Company to enable it to satisfy lapsing of any federal, foreign or other tax withholding obligations restriction with respect to any shares acquired upon vesting of the shares of Restricted Stock that have vested RSUs (the “Tax AmountObligations”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedAdditionally, the Company may (but shall not be required to)may, in its sole discretion, at satisfy all or any time portion of the Tax Obligations relating to your RSUs by notice any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Grantee, choose Company; (ii) causing you to tender a cash payment; (iii) permitting you to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered under the Agreement to satisfy the conditions outlined in Tax Obligations and whereby the immediately preceding sentence by unilaterally revoking FINRA Dealer irrevocably commits to forward the Grantee’s right proceeds necessary to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of satisfy the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal Obligations directly to the average closing price of a share of the Common Stock on the Nasdaq Global Market Company; or (or such other U.S. exchange or market on which the Common Stock is then primarily tradediv) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned from the shares of Common Stock issued or otherwise issuable to you in connection with the RSUs with a Fair Market Value (measured as of the date shares of Common Stock are issued to you pursuant to Section 2) equal to the amount of such Tax Obligations; provided, however, that the number of such shares of Common Stock so withheld shall not exceed, by more than the Fair Market Value of one share of Common Stock, the amount necessary to satisfy the Company’s required Tax Obligations using the statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income. The RSUs are not vested unless the Tax Obligations of the company are satisfied. Accordingly, unless the Tax Obligations of the Company and/or any Affiliate are satisfied, the Company shall have no obligation to deliver to you any Common Stock. In the event the Company’s obligation to withhold arises prior to the delivery to you of Common Stock or it is determined after the delivery of Common Stock to you that the amount of the Company’s withholding obligation was greater than the amount withheld by the GranteeCompany, or in installments (together with interest) evidenced you agree to indemnify and hold the Company harmless from any failure by the Grantee’s secured promissory noteCompany to withhold the proper amount. You acknowledge that the ultimate liability for all Tax Obligations legally due by you is and remains your responsibility and that the Company makes no representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the RSUs.

Tax Withholding. Notwithstanding anything herein to the contrary, certificates for shares of Restricted Stock that have vested shall not 7.2.1. No Shares will be delivered issued to the Grantee unless and until the Grantee has delivered makes satisfactory arrangements (as determined by the Board or the Committee) for the payment of Withholding Obligations related to the Executive Vice PresidentRSUs and legally applicable to the Grantee that the Board or the Committee determines must be withheld in accordance with Section 18 of the Plan (“Tax-Related Items”), Human Resources including those that result from the grant, vesting, or payment of the RSUs, the subsequent sale of Shares acquired pursuant to such payment, or the receipt of any dividends. If the Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items under this Agreement when any of the RSUs otherwise are supposed to vest or Tax Related Items related to RSUs otherwise are due, the Grantee will permanently forfeit the applicable RSUs and any right to receive Shares under such RSUs, and such RSUs will be returned to the Company at no cost to the Company. 7.2.2. The Company and its Affiliates and the Trustee has the right (but not the obligation) to satisfy any Tax-Related Items by withholding from proceeds of a sale of Shares acquired upon payment of these RSUs arranged by the Company (or such other executive officer of on the Grantee’s behalf pursuant to this authorization without further consent). 7.2.3. The Company performing a similar function), at and its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by Affiliates and the Company to enable it Trustee also has the right (but not the obligation) to satisfy any federalTax-Related Items by reducing the number of Shares otherwise deliverable to the Grantee), foreign or other and this will be the method by which such tax withholding obligations are satisfied until the Company determines otherwise, subject to Applicable Law. 7.2.4. The Company and its Affiliates and the Trustee also has the right (but not the obligation) to require the Grantee to pay to the Company or its Affiliate or the Trustee the amount of any Tax-Related Items in cash, or make other arrangements satisfactory to the Board or the Committee for the satisfaction of such Tax-Related Items as permitted by Applicable Law. 7.2.5. Further, if the Grantee is subject to taxation in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, the Company and/or any Affiliate for whom the Grantee is performing services (each, an “Employer”) or former Employer(s) or the Trustee may withhold or account for tax in more than one jurisdiction. 7.2.6. The Company or an Affiliate or the Trustee may, in the discretion of the Committee, provide for alternative arrangements to satisfy applicable tax or other compulsory payment withholding or deduction requirements in accordance with Section 18 of the Plan. 7.2.7. Regardless of any action the Company or any Affiliate or the Trustee takes with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedany or all Tax-Related Items, the Company may (but shall not be required to), in its sole discretion, at any time by notice to Grantee acknowledges that the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking ultimate liability for all such taxes is and remains the Grantee’s right to receive responsibility, and that number the Company and its Affiliates and the Trustee does not: (i) make any representations or undertakings regarding the treatment of shares of Restricted Stock that have vested any tax withholding in connection with an aggregate value equal to 150% any aspect of the Tax Amount. For purposes RSUs, including the grant or vesting thereof, the subsequent sale of Shares and the receipt of any dividends; or (ii) commit to structure the terms of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share RSUs or any aspect of the Common Stock on the Nasdaq Global Market (RSUs to reduce or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by eliminate the Grantee’s secured promissory noteliability for such tax.

Tax Withholding. Notwithstanding anything herein any other provision of this Agreement: DC\4198883.8 (a) Participant shall be required to remit to the contraryCompany or the applicable Subsidiary, certificates an amount sufficient to satisfy applicable federal, state, local and foreign taxes (including the employee portion of any FICA obligation) required by law to be withheld with respect to any taxable event arising pursuant to this Agreement. Participant may make such payment in one or more of the forms specified below: (i) by cash or check made payable to the Company or the Subsidiary with respect to which the withholding obligation arises; (ii) with respect to any withholding taxes arising in connection with the vesting of the Performance Shares, unless otherwise determined by the Administrator, by requesting that the Company and its Subsidiaries withhold a net number of vested Performance Shares having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company and its Subsidiaries based on the minimum applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes; (iii) with respect to any withholding taxes arising in connection with the vesting of the Performance Shares, unless otherwise determined by the Administrator, by tendering to the Company vested shares of Restricted Common Stock having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company and its Subsidiaries based on the minimum applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes; (iv) with respect to any withholding taxes arising in connection with the vesting of the Performance Shares, subject to Participant’s compliance with the Company’s Xxxxxxx Xxxxxxx Policy, through the delivery of a notice that Participant has placed a market sell order with a broker acceptable to the Company with respect to those Performance Shares that are then becoming vested and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company or the Subsidiary with respect to which the withholding obligation arises in satisfaction of such withholding taxes; provided that payment of such proceeds is then made to the Company or the applicable Subsidiary at such time as may be required by the Administrator, but in any event not later the settlement of such sale; or (v) in any combination of the foregoing. (b) With respect to any withholding taxes arising in connection with the Performance Shares, in the event Participant fails to provide timely payment of all sums required pursuant to Section 4.3(a), the Company shall have vested the right and option, but not the obligation, to (i) deduct such amounts from other compensation payable to Participant and/or (ii) treat such failure as an election by Participant to satisfy all or any portion of Participant’s required payment obligation pursuant to Section 4.3(a)(ii) above. The Company shall not be delivered obligated to deliver any certificate representing the Grantee Performance Shares to Participant or his or her legal representative unless and until Participant or his or her legal representative shall have paid or otherwise satisfied in full the Grantee has delivered to the Executive Vice President, Human Resources amount of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any all federal, state, local and foreign or other tax withholding obligations taxes applicable with respect to the shares taxable income of Restricted Stock that have vested Participant resulting from the vesting of the Performance Shares or any other taxable event related to the Performance Shares. DC\4198883.8 (c) In the “Tax Amount”) (unless other arrangements event any tax withholding obligation arising in connection with the Performance Shares may be satisfied under Section 4.3(a)(ii), then the Company may elect to instruct any brokerage firm determined acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein for such purpose to the contrary, in the event that sell on Participant’s behalf a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that whole number of shares of Restricted Common Stock from those Performance Shares that have vested are then becoming Vested Shares as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the tax withholding obligation and to remit the proceeds of such sale to the Company or the Subsidiary with an aggregate value equal respect to 150% which the withholding obligation arises. Participant’s acceptance of this Award constitutes Participant’s instruction and authorization to the Tax Amount. For purposes of Company and such brokerage firm to complete the preceding transactions described in this Section 4.3(c), including the transactions described in the previous sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingas applicable. The Company may from time refuse to time change (deliver any certificate representing the Performance Shares to Participant or provide alternatives to) his or her legal representative until the method of foregoing tax withholding on obligations are satisfied. (d) Participant is ultimately liable and responsible for all taxes owed in connection with the Restricted Stock granted hereunder by notice Performance Shares, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the GranteePerformance Shares. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, it being understood that from and after such notice vesting or payment of the Grantee will be bound by Performance Shares or the method (or alternatives) specified in any such noticesubsequent sale of the Performance Shares. The Company (in its sole and absolute discretion) may permit all the Subsidiaries do not commit and are under no obligation to structure this Award to reduce or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Granteeeliminate Participant’s secured promissory notetax liability.

Tax Withholding. Notwithstanding anything herein to (a) Buyer, the contrary, certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless Surviving Entity and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (without duplication) shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any Person the amounts required to be deducted and withheld under the Code, any provision of any other applicable Law or any Benefit Plan. To the extent that amounts are so withheld, such other executive officer withheld amounts shall be treated for all purposes of this Agreement as having been paid to the recipient in respect of whom such deduction and withholding was made. (b) Notwithstanding anything to the contrary in this Agreement, to the extent any Stockholder acquired Shares in connection with the exercise of a compensatory stock option issued to any employee (or former employee) and the Stockholder has not satisfied in full the amounts to be withheld in connection with such exercise (an “Employee Optionholder”), Buyer may satisfy its obligation to pay to the Employee Optionholder amounts pursuant to Section 2.02(a)(i)(G) and Section 2.04(c) by paying the amounts owed with respect to Section 2.02(a)(i)(G) and Section 2.04(c), as applicable, with respect to such Shares to the Company (instead of the Company performing a similar functionEmployee Optionholder or the Stockholders Representative for the benefit of such Person), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by . Enterprises shall cause the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect pay such amounts to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable Employee Optionholder, less any amount required to be withheld pursuant to the Company in its sole discretion have been made). Notwithstanding anything herein exercise of the underlying option or otherwise required to be withheld, to the contrary, in Employee Optionholder via the event that a Grantee has not satisfied Company’s payroll system no later than the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% next payroll of the Tax AmountCompany. For purposes of valuing the preceding sentenceShares upon exercise, each share of Restricted Stock Enterprises shall be deemed cause the Company to have a assume that the value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including any Enterprises Option exercised after the date of vesting. The Company may from time this Agreement shall be equal (on a per Share basis) to time change (or provide alternatives toi) the method sum of tax withholding on the Restricted Stock granted hereunder Adjustment Escrow Amount, the Indemnification Escrow Amount, the Stockholder Representative Retained Amount and the Stockholder Closing Payment Amount, divided by notice (ii) the number of Shares issued and outstanding immediately prior to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteEffective Time.

Tax Withholding. Notwithstanding anything herein The Company may deduct and withhold from any cash otherwise payable to the contraryOptionee (whether payable as salary, certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign bonus or other tax withholding obligations with respect compensation) such amount as may be required for the purpose of satisfying the Company's obligation to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made)withhold Federal, state or local taxes. Notwithstanding anything herein to the contraryFurther, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedamount so withheld is insufficient for such purpose, the Company may (but shall not be required to), in its sole discretion, at any time by notice require that the Optionee pay to the Grantee, choose Company upon its demand or otherwise make arrangements satisfactory to the Company for payment of such amount as may be requested by the Company in order to satisfy its obligation to withhold any such taxes. The Optionee shall be permitted to satisfy the conditions outlined Company's tax withholding requirements by making a written election (in accordance with such rules and regulations and in such form as the immediately preceding sentence by unilaterally revoking Committee may determine) to have the Grantee’s right Company withhold shares of Common Stock otherwise issuable to receive that the Optionee (the "Withholding Election") or to deliver to the Company shares of Common Stock (the "Delivery Election") in each case having a fair market value on the date income is recognized (the "Tax Date") pursuant to the exercise of the Option equal to the amount required to be withheld. If a Delivery Election is in effect at the time of the exercise of the Option, the Optionee shall deliver the shares of Common Stock subject to such Delivery Election on, or as soon as practicable after, the Tax Date. If the number of shares of Restricted Common Stock that have vested with an aggregate value equal withheld or delivered to 150% satisfy withholding tax requirements shall include a fractional share, the number of shares withheld or delivered shall be reduced to the next lower whole number and the Optionee shall deliver cash in lieu of such fractional share, or otherwise make arrangements satisfactory to the Company for payment of such amount. A Withholding Election or Delivery Election must be received by the Secretary of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal Company on or prior to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteDate.