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 When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. 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 Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the contrary, certificates minimum amount that is necessary to meet the withholding requirement 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 such Tax Obligations (or such other executive officer of greater amount as Participant may elect if permitted by the Company performing a similar functionAdministrator, if such greater amount would not result in adverse financial accounting consequences), at its corporate headquarters in New York, New York, (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash payment, if any, deemed necessary compensation paid to Participant by the Company to enable it to satisfy any federaland/or the Service Recipient, foreign or other tax withholding obligations with respect (iv) delivering to the shares Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of Restricted Stock 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 minimum amount that have vested is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the “Tax Amount”) (unless other arrangements acceptable to Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its sole discretion discretion, it will have been made)the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Notwithstanding anything herein Further, if Participant is subject to tax in more than one jurisdiction between the contraryDate of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the event payment of any required Tax Obligations hereunder at the time of the Option exercise, 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 honor the exercise and refuse to deliver the Shares if such amounts are 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 noteexercise.

Tax Withholding. Notwithstanding anything herein When Shares are issued as payment for vested Restricted Stock Units, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. 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 Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the contrary, certificates minimum amount that is necessary to meet the withholding requirement 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 such Tax Obligations (or such other executive officer of greater amount as Participant may elect if permitted by the Company performing a similar functionAdministrator, if such greater amount would not result in adverse financial accounting consequences), at its corporate headquarters in New York, New York, (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash payment, if any, deemed necessary compensation paid to Participant by the Company to enable it to satisfy any federaland/or the Service Recipient, foreign or other tax withholding obligations with respect (iv) delivering to the shares Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of Restricted Stock 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 minimum amount that have vested is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the “Tax Amount”) (unless other arrangements acceptable to Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its sole discretion discretion, it will have been made)the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such Tax Obligations are satisfied. Notwithstanding anything herein Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and such 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 Obligations are 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. 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 The Employee timely shall pay to the contraryCompany such amount as the Company may be required, certificates for 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. The Employee may elect to satisfy his or her obligation to advance the Required Tax Payments by (a) authorizing the Company to withhold whole shares of Restricted Common Stock that have vested shall not which otherwise would be delivered to the Grantee unless and until the Grantee has delivered Employee pursuant to the Executive Vice PresidentAward, Human Resources having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with the Award or (b) delivery (either actual delivery or by attestation procedures established by the Company) to the Company (or such other executive officer of previously-owned whole shares of Common Stock, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with the Award. Shares of Common Stock to be withheld or delivered may not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum statutory withholding rate. Unless other arrangements have been made to the Company’s satisfaction, any fraction of a share of Common Stock which would be required to pay the Required Tax Payments shall be disregarded and the remaining amount due shall be paid in cash by the Employee. The Employee agrees that if by the pay period that immediately follows the date that the Restriction Period with respect to the Award terminates, no cash payment attributable to any such fractional share shall have been received by the Company, then the Employee hereby authorizes the Company performing a similar function)to deduct such cash payment from any amount payable by the Company or any Affiliate to the Employee, at its corporate headquarters in New Yorkincluding without limitation any amount payable to the Employee as salary or wages. Notwithstanding the foregoing provisions of this Section 5.3, New York, cash paymentan Employee shall satisfy his or her obligation to advance employment taxes owed prior to the date that the Restriction Period with respect to the Award terminates, if any, deemed necessary by a cash payment to the Company, and the Employee hereby authorizes the Company to deduct such cash payment from any amount payable by the Company to enable it to satisfy or any federal, foreign or other tax withholding obligations with respect Affiliate to the shares of Restricted Stock Employee, including without limitation any amount payable to the Employee as salary or wages. The Employee agrees that have vested (the “Tax Amount”) (unless other arrangements acceptable authorizations set forth in this Section 5.3 may be reauthorized via electronic means determined by the Company. The Employee may revoke these authorizations by written notice to the Company in its sole discretion have been made). Notwithstanding anything herein prior 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 notededuction.

Tax Withholding. Notwithstanding anything herein As a condition precedent to the contrary, certificates for issuance or delivery of any shares of Restricted Stock that have vested upon the exercise of the Option, the holder shall not pay to the Company in addition to the purchase price of the shares of Stock, 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 such exercise of the Option. The holder may elect to satisfy his or her obligation to advance the Required Tax Payments by (i) authorizing the Company to withhold whole shares of Stock which otherwise would be delivered to the Grantee unless and until holder upon the Grantee has delivered to the Executive Vice President, Human Resources exercise of the Company (or such other executive officer Option, the aggregate Fair Market Value of which shall be determined as 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 date of exercise or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”ii) (unless other arrangements acceptable delivery 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 of previously-owned whole shares of Restricted Stock have vestedStock, the Company aggregate Fair Market Value of which shall be determined as of the date of exercise. Shares of Stock to be withheld or delivered 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% Fair Market Value in excess of the Tax Amountamount determined by applying the minimum statutory withholding rate. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price Any fraction of a share of Stock which would be required to satisfy the Common aggregate of the tax withholding obligation and the purchase price of the shares of Stock on shall be disregarded and the Nasdaq Global Market (or such other U.S. exchange or market on which remaining amount due shall be paid in cash by the Common Stock is then primarily traded) on holder. The Optionee agrees that if by the five (5) trading days up to and including pay period that immediately follows the date of vestingthat the Optionee exercises the Option, no cash payment attributable to any such fractional share shall have been received by the Company, then the Optionee hereby authorizes the Company to deduct such cash payment from any amount payable by the Company or any Affiliate to the Optionee, including without limitation any amount payable to the Optionee as salary or wages. The Company Optionee agrees that this authorization may from time to time change (or provide alternatives to) be reauthorized via electronic means determined by the method of tax withholding on the Restricted Stock granted hereunder Company. The Optionee may revoke this authorization by written notice to the Grantee, it being understood that from and after Company prior to any such notice deduction. No share of Stock shall be delivered until the Grantee will be bound by the method Required Tax Payments have been satisfied in full (or alternatives) specified in any arrangement has been made for such notice. The Company (in its sole and absolute discretion) may permit all or part of payment to the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the GranteeCompany’s secured promissory notesatisfaction).

Tax Withholding. Notwithstanding anything herein RSUs are taxable upon vesting based on the market value in accordance with the tax laws of the country where you are resident or employed. RSUs are taxable in accordance with the existing or future tax laws of the country where you are resident or employed. If you are an U.S. citizen or expatriate, you may also be subject to U.S. tax laws. To the extent required by applicable federal, state or other law, you shall make arrangements satisfactory to the contraryCorporation (or the Subsidiary that employs you, certificates if your Subsidiary is involved in the administration of the 2006 Plan) for the payment and satisfaction of any income tax, social security tax, payroll tax, social taxes, applicable national or local taxes, or payment on account of other tax related to withholding obligations that arise by reason of granting of a RSU, vesting of a RSU or any sale of shares of Restricted the Common 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 madewhichever is applicable). 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 The Corporation shall not be required to)to issue or lift any restrictions on shares of the Common Stock pursuant to your RSUs or to recognize any purported transfer of shares of the Common Stock until such obligations are satisfied. Unless provided otherwise by the Committee, in its sole discretion, at any time these obligations will be satisfied 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 Corporation withholding a number of shares of Restricted Common Stock that have vested would otherwise be issued under the RSUs that the Corporation determines has a Market Value sufficient to meet the tax withholding obligations. In the event that the Committee provides that these obligations will not be satisfied under the method described in the previous sentence, you authorize UBS Financial Services Inc., or any successor plan administrator, to sell a number of shares of Common Stock that are issued under the RSUs, which the Corporation determines is sufficient to generate an amount that meets the tax withholding obligations plus additional shares to account for rounding and market fluctuations, and to pay such tax withholding to the Corporation. The shares may be sold as part of a block trade with an aggregate value equal to 150% other participants of the Tax Amount2006 Plan in which all participants receive an average price. For purposes this purpose, "Market Value" will be calculated as the average 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 highest and lowest sales prices of the Common Stock as reported by NASDAQ 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 vestingday your RSUs vest. 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 future value of the Tax Amount to be paid with underlying shares of Common Stock owned is unknown and cannot be predicted with certainty. You are ultimately liable and responsible for all taxes owed by you in connection with your RSUs, regardless of any action the GranteeCorporation takes or any transaction pursuant to this Section 10 with respect to any tax withholding obligations that arise in connection with the RSUs. The Corporation makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or in installments (together with interest) evidenced by settlement of the Grantee’s secured promissory noteRSUs or the subsequent sale of any of the shares of Common Stock underlying the RSUs that vest. The Corporation does not commit and is under no obligation to structure the RSU program to reduce or eliminate your tax 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 to the contrary, certificates for shares Regardless 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 any action 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 Service Recipient takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due or deemed legally due by the Participant is and remains the Participant’s responsibility and that the Company and the Service Recipient (i) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this grant of Units, including the grant and vesting of Units, subsequent delivery of shares or cash related to such Units or the subsequent sale of any shares acquired pursuant to such Units and receipt of any dividend equivalent payments (if any) and (ii) do not commit to structure the terms or any aspect of this grant of Units to reduce or eliminate the Participant’s liability for Tax-Related Items. The Participant shall satisfy Tax-Related Items by having the Company or the Service Recipient deduct from shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable otherwise deliverable to the Company Participant in its sole discretion have been made)settlement of the Award a number of whole shares having a Fair Market Value not in excess of the amount of such Tax-Related Items determined by the maximum applicable statutory withholding rates. 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 vestedforegoing, the Company Committee may (but shall not be required to)instead, in its sole discretion, at any time by upon notice to the GranteeParticipant, choose require the Participant to satisfy pay the conditions outlined Company or the Service Recipient in cash any amount of Tax-Related Items that the Company or the Service Recipient may be required to withhold as a result of the Participant’s participation in the immediately preceding sentence Plan or the Participant’s receipt of Units (including, without limitation, by unilaterally revoking the GranteeService Recipient withholding such amounts from the Participant’s right to receive that wages, which the Participant hereby authorizes). If the obligation for Tax-Related Items is satisfied by withholding a number of shares of Restricted Stock as described herein, the Participant understands 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 he or she will be deemed to have a value equal been issued the full number of shares subject to the average closing price settled Units, notwithstanding that a number of shares are held back solely for the purpose of paying Tax-Related Items due as a share result of the Common Stock on settlement of the Nasdaq Global Market Units. Further, if the Participant is subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Service Recipient (or such other U.S. exchange former service recipient, as applicable) may be required to withhold or market on which account for Tax-Related Items in more than one jurisdiction. In the Common event that the amount of the withholding is greater than the amount of Tax-Related Items, the Company or the Service Recipient may refund the amount of the over-withholding to the Participant (with no entitlement to any Stock equivalent), or alternatively, the Company or the Service Recipient may require the Participant to seek a refund from the applicable tax authorities. In the event that the amount of the withholding is then primarily traded) on less than the five (5) trading days up amount of Tax-Related Items, the Participant may be required to and including pay the date of vestingunder-withheld Tax-Related Items to the Company and/or the Service Recipient or directly to the applicable tax authorities. The Company may from time refuse to time change (or provide alternatives to) deliver the method of tax withholding on shares if the Restricted Stock granted hereunder by notice Participant fails to comply with the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified Participant’s obligations in any such noticeconnection with Tax-Related Items. The Company (in its sole Participant acknowledges and absolute discretion) may permit all understands that the Participant should consult a tax advisor regarding the Participant’s tax obligations prior to such settlement 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 notedisposition.

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 RSUs are taxable upon vesting based on the market value in accordance with the tax laws of the country where you are resident or employed. RSUs are taxable in accordance with the existing or future tax laws of the country where you are resident or employed. If you are an U.S. citizen or expatriate, you may also be subject to U.S. tax laws. To the extent required by applicable federal, state or other law, you shall make arrangements satisfactory to the contraryCorporation (or the Subsidiary that employs you, certificates if your Subsidiary is involved in the administration of the 2006 Plan) for the payment and satisfaction of any income tax, social security tax, payroll tax, social taxes, applicable national or local taxes, or payment on account of other tax related to withholding obligations that arise by reason of granting of a RSU, vesting of a RSU or any sale of shares of Restricted the Common 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 madewhichever is applicable). 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 The Corporation shall not be required to)to issue or lift any restrictions on shares of the Common Stock pursuant to your RSUs or to recognize any purported transfer of shares of the Common Stock until such obligations are satisfied. Unless provided otherwise by the Committee, in its sole discretion, at any time these obligations will be satisfied 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 Corporation withholding a number of shares of Restricted Common Stock that have vested would otherwise be issued under the RSUs that the Corporation determines has a Market Value sufficient to meet the tax withholding obligations. In the event that the Committee provides that these obligations will not be satisfied under the method described in the previous sentence, you authorize UBS Financial Services Inc., or any successor plan administrator, to sell a number of shares of Common Stock that are issued under the RSUs, which the Corporation determines is sufficient to generate an amount that meets the tax withholding obligations plus additional shares to account for rounding and market fluctuations, and to pay such tax withholding to the Corporation. The shares may be sold as part of a block trade with an aggregate value equal to 150% other participants of the Tax Amount2006 Plan in which all participants receive an average price. For purposes this purpose, "Market Value" will be calculated as the average 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 highest and lowest sales prices of the Common Stock as reported by NASDAQ 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 vestingday your RSUs vest. 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 future value of the Tax Amount to be paid with underlying shares of Common Stock owned is unknown and cannot be predicted with certainty. You are ultimately liable and responsible for all taxes owed by you in connection with your RSUs, regardless of any action the GranteeCorporation takes or any transaction pursuant to this Section 11 with respect to any tax withholding obligations that arise in connection with the RSUs. The Corporation makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or in installments (together with interest) evidenced by settlement of the Grantee’s secured promissory noteRSUs or the subsequent sale of any of the shares of Common Stock underlying the RSUs that vest. The Corporation does not commit and is under no obligation to structure the RSU program to reduce or eliminate your tax liability.

Tax Withholding. Notwithstanding anything herein The Company shall withhold from the cash and/or shares of Common Stock deliverable in settlement of the Performance Units an amount necessary to satisfy the income taxes, social taxes, payroll taxes, and other taxes required to be withheld in connection with such settlement. If such payment is in the form of shares of Common Stock deliverable on the Settlement Date, the Fair Market Value of such shares on the Settlement Date shall not exceed the sums necessary to pay the tax withholding based on the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income, rounded up to the contrarynearest whole number of shares (unless higher withholding is permissible without adverse accounting consequences to Mattel). If any such taxes are required to be withheld at a date earlier than the Settlement Date, certificates for shares then notwithstanding any other provision of Restricted Stock that have vested shall not be delivered this Grant Agreement, the Company may (i) satisfy such obligation by causing the forfeiture of a number of Performance Units having a Fair Market Value, on such earlier date, equal to the Grantee amount necessary to satisfy the minimum required amount of such withholding (unless and until the Grantee has delivered higher withholding is permissible without adverse accounting consequences to the Executive Vice PresidentMattel), Human Resources of the Company or (or ii) make such other executive officer of arrangements with 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 Holder for such withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable as may be satisfactory to the Company in its sole discretion have been made)discretion. Notwithstanding anything herein The Company may, in its discretion, withhold any amount necessary to pay the applicable taxes from the Holder’s regular salary/wages or any other amounts payable to the contraryHolder, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the with no withholding of shares of Restricted Stock have vestedCommon Stock, or may require the Holder to submit payment equivalent to the minimum taxes required to be withheld (unless higher withholding is permissible without adverse accounting consequences to Mattel) by means of certified check, cashier’s check, or wire transfer. Further, if the Holder becomes subject to taxation in more than one country between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Holder acknowledges that the Company may (but shall not be required to)to withhold or account for taxes in more than one country. In the event the withholding requirements for the applicable taxes are not satisfied, no shares of Common Stock will be issued to the Holder (or the Holder’s estate) upon settlement of the Performance Units unless and until satisfactory arrangements (as determined by Mattel in its sole discretion, at any time ) have been made by notice the Holder with respect to the Granteepayment of any such applicable taxes. By accepting the Performance Units, 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 Holder expressly consents to the average closing price methods of a share of the Common Stock on the Nasdaq Global Market (or such withholding as provided hereunder. All 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 taxes related to the Grantee, it being understood that from Performance Units 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 delivered in settlement thereof shall be the Grantee, or in installments (together with interest) evidenced by sole responsibility of the Grantee’s secured promissory noteHolder.

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 When Shares are issued as payment for vested Performance Units, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations, whether arising at the time of vesting, delivery of Shares, or whenever otherwise due. 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 Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the contraryamount of such Tax Obligations, certificates for shares (c) withholding the amount of Restricted Stock that have vested shall not be delivered such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the company and/or the Service Recipient, (d) delivering to the Grantee unless Company already vested and until owned Shares having a Fair Market Value equal to such Tax Obligations, or (e) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Grantee has delivered Company may determine in its sole discretion (whether through a broker or otherwise) equal to the Executive Vice President, Human Resources amount of the Company (or such other executive officer of Tax Obligations. To the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary extent determined appropriate 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, it will have been made)the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such Tax Obligations are satisfied. Notwithstanding anything herein Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Performance Units otherwise are scheduled to vest, Participant will permanently forfeit such Performance Units and any right to receive Shares thereunder and the Performance 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 Obligations are 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 When Shares are issued as payment for vested Restricted Stock Units, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Employer shall withhold the minimum amount required to be withheld for the payment of Tax Obligations. 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 Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the contraryamount of such Tax Obligations, certificates for shares (c) withholding the amount of Restricted Stock that have vested shall not be delivered such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the company and/or the Employer, (d) delivering to the Grantee unless Company already vested and until owned Shares having a Fair Market Value equal to such Tax Obligations, or (e) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Grantee has delivered Company may determine in its sole discretion (whether through a broker or otherwise) equal to the Executive Vice President, Human Resources amount of the Company (or such other executive officer of Tax Obligations. To the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary extent determined appropriate 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, it will have been made)the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such Tax Obligations are satisfied. Notwithstanding anything herein Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, 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 Obligations are 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 When Shares are issued as payment for vested Restricted Stock Units, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Employer shall withhold the minimum amount required to be withheld for the payment of Tax Obligations. 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 Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (1) paying cash, (2) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the contraryamount of such Tax Obligations, certificates for shares (3) withholding the amount of Restricted Stock that have vested shall not be delivered such Tax Obligations from Participant’s wages or other cash compensation paid 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 Participant by the Company to enable it to satisfy any federaland/or the Employer, foreign or other tax withholding obligations with respect (4) delivering to the shares Company already vested and owned Shares having a Fair Market Value equal to such Tax Obligations, or (5) selling a sufficient number of Restricted Stock that have vested 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 Amount”) (unless other arrangements acceptable to Obligations. To the extent determined appropriate by the Company in its sole discretion discretion, it will have been made)the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Notwithstanding anything herein Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, 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 Obligations are not be required to)delivered at the time they are due. Without limitation on any of the foregoing rights or remedies of Company, if Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Company has the right, at Company’s sole discretion, to sell a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion, at any time by notice discretion (whether through a broker or otherwise) equal 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% amount of the Tax Amount. For purposes of the preceding sentenceObligations, each share of Restricted Stock shall be deemed or to have withhold otherwise deliverable Shares having a value Fair Market Value equal to the average closing price amount 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 noteObligations.

Tax Withholding. Notwithstanding anything herein As of any date that a number (which may be all or part) of your Restricted Shares would no longer be forfeited if you were to have a Termination of Affiliation on such date, or as of any other date that a Required Withholding liability occurs, you must remit the contrary, certificates for shares minimum amount necessary to satisfy the Required Withholding relating to such number of your Restricted Stock Shares that have vested shall would not be delivered so forfeited. The Committee may require you to satisfy the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources Required Withholding by any (or a combination) of the Company following means: (or such other executive officer of the Company performing i) a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by ; (ii) withholding from compensation otherwise payable to you; (iii) authorizing the Company to enable it withhold from any of your Restricted Shares that are no longer subject to satisfy any federal, foreign forfeiture a number of Shares having a Fair Market Value less than or other tax withholding obligations with respect equal to the shares of Restricted Stock that have vested Required Withholding; or (the “Tax Amount”iv) (unless other arrangements acceptable delivering to the Company in its sole discretion have been made). Notwithstanding anything herein Mature Shares having a Fair Market Value less than or equal to the contraryamount of the Required Withholding. The Committee may, in but is not required to, approve your irrevocable election made prior to the event time the Required Withholding liability occurs to have the Company withhold from your Restricted Shares that will no longer be subject to forfeiture at the time the Required Withholding liability occurs, a Grantee has not satisfied number of Shares having a Fair Market Value less than or equal to the conditions outlined in Required Withholding. If at the immediately preceding sentence within twenty (20) days after time the shares of Restricted Stock have vestedRequired Withholding liability occurs you are entitled to receive certificates for Shares under this Agreement, the Company may (but shall will 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 deliver your certificates unless you remit (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up in appropriate cases agree to and including the date of vesting. The Company may from time to time change (or provide alternatives toremit) the method of tax withholding on the Restricted Stock granted hereunder by notice Required Withholding relating 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 noteyour Shares as described above.

Tax Withholding. Notwithstanding anything herein Pursuant to such procedures as the Committee may specify from time to time, the applicable Service Recipient(s) will withhold the amount required to be withheld for the payment of Tax Obligations (the “Withholding Obligations”). The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy such Withholding Obligations, in whole or in part (without limitation), if permissible by applicable local law, by: (i) paying cash in U.S. dollars, (ii) having the Company withhold otherwise deliverable Shares having a fair market value equal to the contrary, certificates minimum amount that is necessary to meet the withholding requirement 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 such Withholding Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Grantee’s wages or other executive officer cash compensation paid to Grantee by the applicable Service Recipient(s), (iv) delivering to the Company Shares that Grantee owns and that already have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences), (v) selling a sufficient number of such Shares otherwise deliverable to Grantee, through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Withholding Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”), or (vi) such other means as the Committee deems appropriate. If the Withholding Obligations are satisfied by withholding in Shares, for tax purposes, Grantee is deemed to have been issued the full number of Shares subject to the vested PSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Withholding Obligations. To the extent determined appropriate by the Committee in its discretion, the Committee will have the right (but not the obligation) to satisfy any Withholding Obligations by Net Share Withholding. If Net Share Withholding is the method by which such Withholding Obligations are satisfied, the Company performing will not withhold on a similar function)fractional Share basis to satisfy any portion of the Withholding Obligations and, at its corporate headquarters in New Yorkunless the Company determines otherwise, New York, cash paymentno refund will be made to Grantee for the value of the portion of a Share, if any, deemed necessary withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Xxxxxxx agrees that as part of the Company Sell to enable it Cover, additional Shares may be sold to satisfy any federal, foreign associated broker or other tax withholding obligations fees. Only whole Shares will be sold pursuant to a Sell to Cover. Any proceeds from the sale of Shares pursuant to a Sell to Cover that are in excess of the Withholding Obligations and any associated broker or other fees will be paid to Grantee in accordance 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, procedures 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 specify 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 notetime.

Tax Withholding. Notwithstanding anything herein Pursuant to such procedures as the Administrator may specify from time to time, the applicable Service Recipient(s) will withhold the amount required to be withheld for the payment of Tax Obligations (the “Withholding Obligations”). 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 Withholding Obligations, in whole or in part (without limitation), if permissible by applicable local law, by: (i) paying cash in U.S. dollars, (ii) having the Company withhold otherwise deliverable Shares having a fair market value equal to the contrary, certificates minimum amount that is necessary to meet the withholding requirement 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 such Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Participant’s wages or other executive officer cash compensation paid to Participant by the applicable Service Recipient(s), (iv) delivering to the Company Shares that Participant owns and that already have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (v) 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 minimum amount that is necessary to meet the withholding requirement for such Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”), or (vi) such other means as the Administrator deems appropriate. If the Withholding Obligations are satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Withholding Obligations. To the extent determined appropriate by the Administrator in its discretion, the Administrator will have the right (but not the obligation) to satisfy any Withholding Obligations by Net Share Withholding. If Net Share Withholding is the method by which such Withholding Obligations are satisfied, the Company performing will not withhold on a similar function)fractional Share basis to satisfy any portion of the Withholding Obligations and, at its corporate headquarters in New Yorkunless the Company determines otherwise, New York, cash paymentno refund will be made to Participant for the value of the portion of a Share, if any, deemed necessary withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Participant agrees that as part of the Company Sell to enable it Cover, additional Shares may be sold to satisfy any federal, foreign associated broker or other tax withholding obligations fees. Only whole Shares will be sold pursuant to a Sell to Cover. Any proceeds from the sale of Shares pursuant to a Sell to Cover that are in excess of the Withholding Obligations and any associated broker or other fees will be paid to Participant in accordance 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, procedures 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 specify 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 notetime.

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 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 have been made). Notwithstanding anything herein upon Holder’s Sell to the contrary, Cover Election as set forth in the event that Grant Notice at the time of the Award, permit Holder to elect to enter into a Grantee has not satisfied “sell to cover” commitment with Bank of America Xxxxxxx Xxxxx or such other party instructed by the conditions outlined in Company (the immediately preceding sentence within twenty (20“Agent”) days after whereby Holder irrevocably elects to sell the portion of the shares of Restricted Common Stock have vested, to be delivered under the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose Award necessary so as to satisfy the conditions outlined in tax withholding obligations and whereby the immediately preceding sentence by unilaterally revoking Agent irrevocably commits to forward the Grantee’s right proceeds necessary to receive that satisfy the tax withholding obligations directly to the Company and/or its Subsidiaries. The number of shares of Restricted Common 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 which shall be deemed 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 a fair market value on the date of withholding equal to the average closing price aggregate amount of a share of the Common Stock such liabilities based on the Nasdaq Global Market minimum statutory withholding rates for federal, state and/or local tax purposes that are applicable to such supplemental taxable income. Notwithstanding any other provision of this Agreement (or such other U.S. exchange or market on which including without limitation Section 2.1(b) hereof), the Common Stock is then primarily traded) on the five (5) trading days up Company shall not be obligated 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 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 new certificate representing shares of Common Stock owned by 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 Granteeamount of all federal, state and local taxes applicable to the taxable income of Holder resulting from the grant or in installments (together with interest) evidenced by vesting of the Grantee’s secured promissory note.Award or the issuance of shares of Common Stock hereunder. In the event Holder provided a Sell to Cover Election pursuant to the Grant Notice, Xxxxxx hereby acknowledges and agrees:

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 Pursuant to such procedures as the Administrator may specify from time to time, the applicable Service Recipient(s) will withhold the amount required to be withheld for the payment of Tax Obligations (the “Withholding Obligations”). 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 Withholding Obligations, in whole or in part (without limitation), if permissible by Applicable Laws, by: (i) paying cash in U.S. dollars, (ii) having the Company withhold otherwise deliverable Shares having a fair market value equal to the contrary, certificates minimum amount that is necessary to meet the withholding requirement 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 such Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Participant’s wages or other executive officer cash compensation payable to Participant by the applicable Service Recipient(s), (iv) delivering to the Company Shares that Participant owns and that already have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (v) 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 minimum amount that is necessary to meet the withholding requirement for such Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”), or (vi) such other means as the Administrator deems appropriate. If the Withholding Obligations are satisfied by Net Share Withholding, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Withholding Obligations. To the extent determined appropriate by the Administrator in its discretion, the Administrator will have the right (but not the obligation) to satisfy any Withholding Obligations by Net Share Withholding. If Net Share Withholding is the method by which such Withholding Obligations are satisfied, the Company performing will not withhold on a similar function)fractional Share basis to satisfy any portion of the Withholding Obligations and, at its corporate headquarters in New Yorkunless the Company determines otherwise, New York, cash paymentno refund will be made to Participant for the value of the portion of a Share, if any, deemed necessary withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Participant agrees that as part of the Company Sell to enable it Cover, additional Shares may be sold to satisfy any federal, foreign associated broker or other tax withholding obligations fees. Only whole Shares will be sold pursuant to a Sell to Cover. Any proceeds from the sale of Shares pursuant to a Sell to Cover that are in excess of the Withholding Obligations and any associated broker or other fees will be paid to Participant in accordance 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, procedures 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 specify 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 notetime.

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 When the Restricted Stock Units become taxable income to the contraryGrantee, certificates for shares of Restricted Stock that have vested shall not be delivered the Company may deduct and withhold from any cash otherwise payable to the Grantee unless and until (whether payable as salary, bonus or other compensation) such amount as may be required for the purpose of satisfying the Company’s obligation to withhold Federal, state or local taxes. Further, in the event the amount so withheld is insufficient for such purpose, the Company may require that the Grantee has delivered upon its demand or otherwise make arrangements satisfactory to the Executive Vice President, Human Resources Company for 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 amount as may be requested by the Company to enable it in order to satisfy its obligation to withhold any federal, foreign or other such taxes. The Grantee shall be permitted to satisfy the Company’s tax withholding obligations requirements by making a written election (in accordance with respect such rules and regulations and in such form as the Committee may determine) to have the Company withhold Shares otherwise issuable to the shares Grantee pursuant to the vesting of the Restricted Stock that have vested Units (the “Withholding Election”) having a Fair Market Value on the date income is recognized (the “Tax AmountDate”) (unless other equal to the minimum amount required to be withheld. If the number of Shares withheld to satisfy withholding tax requirements shall include a fractional share, the number of Shares withheld shall be reduced to the next lower whole number and the Grantee shall deliver cash in lieu of such fractional share, or otherwise make arrangements acceptable satisfactory to the Company in its sole discretion have been made)for payment of such amount. Notwithstanding anything herein A Withholding Election must be received by the Corporate Secretary of the Company on or prior 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 noteDate.

Tax Withholding. 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 may be delivered released from the escrow established pursuant to the Grantee Section 2, 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 all Tax Obligations. Prior to vesting of the Restricted Stock that have vested (the “Tax Amount”) (unless other Stock, Participant will pay or make adequate arrangements acceptable satisfactory to the Service Recipient to satisfy all Tax Obligations. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or the Employer shall withhold the amount required to be withheld for the payment of Tax Obligations. 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 Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have been made). Notwithstanding anything herein the Company withhold otherwise deliverable Shares having a fair market value equal to the contraryminimum statutory amount that is required to be withheld or such greater amount as the Administrator may determine if such amount would not result in adverse financial accounting consequences, in as 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 determines in its sole discretion, at any time (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by notice the Company and/or the Service Recipient, (iv) delivering to the GranteeCompany already vested and owned Shares having a fair market value equal to such Tax Obligations, choose or (v) 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 minimum statutory amount that is required to be withheld or such greater amount as the Administrator may determine if such amount would not result in adverse financial accounting consequences, as the Administrator determines in its sole discretion. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the conditions outlined in number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the immediately preceding sentence by unilaterally revoking payment of such Tax Obligations hereunder at the Grantee’s time any applicable Shares of Restricted Stock otherwise are scheduled to vest pursuant to Sections 3 or 4, or at the time of another taxable event, Participant will permanently forfeit such Shares of Restricted Stock and any right to receive that number of shares Shares thereunder and such 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 will be deemed to have a value equal returned to the average closing price of a share of Company at no cost to the Common Stock on Company. Participant acknowledges and agrees that 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 refuse to deliver the Shares if such Tax Obligations are not delivered at the 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 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 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 When Shares of Restricted Stock that have vested shall not vest, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be delivered subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Grantee unless and until the Grantee has delivered Administrator may specify from time to the Executive Vice Presidenttime, Human Resources of the Company (or such other executive officer and/or Service Recipient shall withhold the amount required to be withheld for the payment of the Company performing a similar function)Tax Obligations. The Administrator, 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 and pursuant to the contrarysuch procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in the event that a Grantee has not satisfied the conditions outlined whole or in the immediately preceding sentence within twenty part (20without limitation), if permissible by applicable local law, by (i) days after the shares of Restricted Stock paying cash, (ii) electing to 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 withhold otherwise deliverable Shares having a fair market value equal to the average closing price of a share of minimum amount that is necessary to meet the Common Stock on the Nasdaq Global Market withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other U.S. exchange cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or market on which (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as 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 (determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Administrator in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations under the method prescribed under Section 7(ii) and, until determined otherwise by the Administrator, this will be the method by which such tax withholding obligations are satisfied. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and absolute discretiona date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may permit all be required to withhold or part account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Shares of Restricted Stock otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Shares of Restricted Stock and any right to receive Shares thereunder will be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to deliver the Shares if such Tax Amount to be paid with shares of Common Stock owned by Obligations are not delivered at the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notetime they 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 When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Employer shall withhold the minimum amount required to be withheld for the payment of Tax Obligations. 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 Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the contraryamount of such Tax Obligations, certificates for shares (c) withholding the amount of Restricted Stock that have vested shall not be delivered such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the company and/or the Employer, (d) delivering to the Grantee unless Company already vested and until owned Shares having a Fair Market Value equal to such Tax Obligations, or (e) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Grantee has delivered Company may determine in its sole discretion (whether through a broker or otherwise) equal to the Executive Vice President, Human Resources amount of the Company (or such other executive officer of Tax Obligations. To the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary extent determined appropriate 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, it will have been made)the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Notwithstanding anything herein Further, if Participant is subject to tax in more than one jurisdiction between the contraryDate of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the event payment of any required Tax Obligations hereunder at the time of the Option exercise, 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 honor the exercise and refuse to deliver the Shares if such amounts are 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 noteexercise.

Tax Withholding. Notwithstanding anything herein The Employee timely shall pay to the contraryCompany such amount as the Company may be required, certificates for 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. The Employee may elect to satisfy his or her obligation to advance the Required Tax Payments by (a) authorizing the Company to withhold whole shares of Restricted Common Stock that have vested shall not which otherwise would be delivered to the Grantee unless and until the Grantee has delivered Employee pursuant to the Executive Vice PresidentAward, Human Resources having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with the Award or (b) delivery (either actual delivery or by attestation procedures established by the Company) to the Company (or such other executive officer of previously-owned whole shares of Common Stock, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with the Award. Shares of Common Stock to be withheld or delivered may not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum statutory withholding rate. Unless other arrangements have been made to the Company’s satisfaction, any fraction of a share of Common Stock which would be required to pay the Required Tax Payments shall be disregarded and the remaining amount due shall be paid in cash by the Employee. The Employee agrees that if by the pay period that immediately follows the date that the Restriction Period with respect to the Award terminates, no cash payment attributable to any such fractional share shall have been received by the Company, then the Employee hereby authorizes the Company performing a similar function)to deduct such cash payment from any amount payable by the Company or any Affiliate to the Employee, at its corporate headquarters in New Yorkincluding without limitation any amount payable to the Employee as salary or wages. Notwithstanding the foregoing provisions of this Section 4.3, New York, cash paymentan Employee shall satisfy his or her obligation to advance employment taxes owed prior to the date that the Restriction Period with respect to the Award terminates, if any, deemed necessary by a cash payment to the Company, and the Employee hereby authorizes the Company to deduct such cash payment from any amount payable by the Company to enable it to satisfy or any federal, foreign or other tax withholding obligations with respect Affiliate to the shares of Restricted Stock Employee, including without limitation any amount payable to the Employee as salary or wages. The Employee agrees that have vested (the “Tax Amount”) (unless other arrangements acceptable authorizations set forth in this Section 4.3 may be reauthorized via electronic means determined by the Company. The Employee may revoke these authorizations by written notice to the Company in its sole discretion have been made). Notwithstanding anything herein prior 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 notededuction.

Tax Withholding. Notwithstanding anything herein Unless other arrangements have been made that are acceptable to the contraryCompany, certificates for shares the Company and each of Restricted Stock that have vested shall not its Affiliates is authorized to deduct or withhold from the Award, or cause to be delivered deducted or withheld from any compensation or other amount owing to the Grantee unless and until Employee, the Grantee has delivered amount (in cash, common stock, other securities or property, or common stock that would otherwise be issued pursuant to the Executive Vice President, Human Resources Award) of any applicable taxes payable in respect of the vesting and/or settlement of the Award and to take such other actions as may be necessary in the opinion of the Company (or such other executive officer any of its Affiliates to satisfy its tax withholding obligations. Notwithstanding the foregoing, if the Employee is subject to Rule 16b-3 at the time of vesting and/or settlement of the Company performing a similar function)Award, at its corporate headquarters except as otherwise provided in New Yorkany tax withholding policy or procedure adopted by the Company, New York, cash payment, if any, deemed necessary such tax withholding automatically shall be effected by the Company to enable it to satisfy any federal, foreign or other tax one of its Affiliates either by (i) withholding obligations with respect shares of common stock otherwise deliverable to the shares Employee on the settlement of Restricted Stock that have vested the Award or (ii) requiring the “Tax Amount”) (unless other arrangements acceptable Employee to tender a cash payment to the Company or such Affiliate in its sole discretion have been made). Notwithstanding anything herein an amount equal to the contrary, in applicable taxes. 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 vestedcommon stock that would otherwise be delivered pursuant to the Award are used to satisfy such withholding obligations, 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 that may be withheld shall be limited to the number of Restricted Stock shares that have vested with an aggregate value equal to 150% a Fair Market Value, on the date of the Tax Amount. For purposes of the preceding sentencewithholding, each share of Restricted Stock shall be deemed to have a value equal to the average closing price aggregate amount of a share such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income; provided, however, that such withholding may be based on rates in excess of the Common Stock on the Nasdaq Global Market minimum statutory withholding rates if (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 toA) the method of Committee (x) determines that such withholding would not result in adverse accounting, tax withholding on the Restricted Stock granted hereunder by notice or other consequences 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 other than immaterial administrative, reporting or similar consequences) and absolute discretion(y) may permit all or part of authorizes such withholding at such greater rates and (B) the Tax Amount Employee consents 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 notesuch withholding at such greater rates.

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 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 The Company or any Affiliate or subsidiary shall be entitled to the contrary, certificates for shares of Restricted Stock that have vested shall not be delivered deduct from other compensation payable 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 each Holder any sums required by the Company to enable it to satisfy any federal, state, local or foreign or other tax withholding obligations law to be withheld with respect to the shares grant, vesting or exercise of Restricted Stock that have vested (an Award or lapse of restrictions on an Award or payment under an Award. In 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 vestedalternative, the Company may require the Holder (but shall not be required to), in its sole discretion, at any time by notice or other person validly exercising or holding the Award) to pay such sums for taxes directly to the GranteeCompany or any Affiliate or subsidiary in cash or by check within ten days after the date of grant, choose to satisfy vesting, exercise or lapse of restrictions or payment. In the conditions outlined in discretion of the immediately preceding sentence by unilaterally revoking Company, and with the Grantee’s right to receive that consent of the Holder, the Company may reduce the number of shares of Restricted Stock that have vested with issued to the Holder upon his exercise of an aggregate value equal Option to 150% satisfy the tax withholding obligations of the Tax Amount. For purposes Company or an Affiliate; provided that the Fair Market Value of the preceding sentence, each share of Restricted Stock shares held back shall be deemed to have a value equal to not exceed the average closing price of a share of Company’s or 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 vestingAffiliate’s minimum statutory withholding tax obligations. The Company may from may, in its discretion, permit a Holder to satisfy any Minimum Statutory Tax Withholding Obligation arising upon the vesting of or payment under an Award by delivering to the Holder a reduced number of shares of Stock in the manner specified herein. If permitted by the Company and acceptable to the Holder, at the time to time change of vesting of shares or payment under the Award, the Company shall (a) calculate the amount of the Company’s or provide alternatives to) the method of tax withholding an Affiliate’s or a subsidiary’s Minimum Statutory Tax Withholding Obligation on the Restricted assumption that all such shares of Stock granted hereunder by notice vested or to be paid under the Award are made available for delivery, (b) reduce the number of such shares of Stock made available for delivery so that the Fair Market Value of the shares of Stock withheld on the vesting or payment date approximates the Company’s or an Affiliate’s or a subsidiary’s Minimum Statutory Tax Withholding Obligation and (c) in lieu of the withheld shares of Stock, remit cash to the GranteeUnited States Treasury or other applicable governmental authorities, it being understood that from and after such notice on behalf of the Grantee will be bound by Holder, in the method (or alternatives) specified in any such noticeamount of the Minimum Statutory Tax Withholding Obligation. The Company (in shall withhold only whole shares of Stock to satisfy its sole and absolute discretion) may permit all or part Minimum Statutory Tax Withholding Obligation. Where the Fair Market Value of the Tax Amount to be paid with withheld shares of Common Stock owned does not equal the amount of the Minimum Statutory Tax Withholding Obligation, the Company shall withhold shares of Stock with a Fair Market Value less than the amount of the Minimum Statutory Tax Withholding Obligation and the Holder must satisfy the remaining minimum withholding obligation in some other manner permitted under this Section 10.4. The withheld shares of Stock not made available for delivery by the GranteeCompany shall be retained as treasury shares or will be cancelled and the Holder’s right, title and interest in such shares of Stock shall terminate. The Company shall have no obligation upon payment, vesting or in installments (together exercise of any Award or lapse of restrictions on an Award until the Company or an Affiliate or subsidiary has received payment sufficient to cover all tax withholding amounts due with interest) evidenced by respect to that payment, vesting, exercise or lapse of restrictions. Neither the Grantee’s secured promissory noteCompany nor any Affiliate or subsidiary shall be obligated to advise a Holder of the existence of the tax or the amount which it will be required to withhold.

Tax Withholding. Notwithstanding anything herein The Employee timely shall pay to the contraryCompany such amount as the Company may be required, certificates for 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. The Employee may elect to satisfy his or her obligation to advance the Required Tax Payments by (a) authorizing the Company to withhold whole shares of Restricted Common Stock that have vested shall not which otherwise would be delivered to the Grantee unless and until the Grantee has delivered Employee pursuant to the Executive Vice PresidentAward, Human Resources having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with the Award or (b) delivery (either actual delivery or by attestation procedures established by the Company) to the Company (or such other executive officer of previously-owned whole shares of Common Stock, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with the Award. Shares of Common Stock to be withheld or delivered may not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum statutory withholding rate. Unless other arrangements have been made to the Company’s satisfaction, any fraction of a share of Common Stock which would be required to pay the Required Tax Payments shall be disregarded and the remaining amount due shall be paid in cash by the Employee. The Employee agrees that if by the pay period that immediately follows the date that the Restriction Period with respect to the Award terminates, no cash payment attributable to any such fractional share shall have been received by the Company, then the Employee hereby authorizes the Company performing a similar function)to deduct such cash payment from any amount payable by the Company or any Affiliate to the Employee, at its corporate headquarters in New Yorkincluding without limitation any amount payable to the Employee as salary or wages. Notwithstanding the foregoing provisions of this Section 5.3, New York, cash paymentan Employee shall satisfy his or her obligation to advance employment taxes owed prior to the date that the Restriction Period with respect to the Award terminates, if any, deemed necessary by a cash payment to the Company, and the Employee hereby authorizes the Company to deduct such cash payment from any amount payable by the Company or any Affiliate to enable it the Employee, including without limitation any amount payable to satisfy any federal, foreign the Employee as salary or other tax withholding obligations wages. The Employee agrees that the authorizations set forth in this Section 5.3 with respect to deducting cash payments from future amounts payable may be reauthorized via electronic means determined by the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable Company. The Employee may revoke these authorizations by written notice to the Company in its sole discretion have been made). Notwithstanding anything herein prior 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 notededuction.

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 Regardless of any action the Corporation or your Employer take with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Corporation and your Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PSUs, including the grant of the PSUs, the vesting of the PSUs, the subsequent sale of any shares of Common Stock acquired pursuant to the contraryPSUs and the receipt of any dividends or dividend equivalents (including any PSUs resulting from dividend equivalents), certificates and (b) do not commit to structure the terms of the grant or any aspect of the PSUs to reduce or eliminate your liability for Tax-Related Items. Further, if you are or become subject to taxation in more than one country you acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one country. Prior to the delivery of shares of Restricted Common Stock upon the vesting of your PSUs, if your country of residence (and/or the country of employment, if different) requires withholding of Tax-Related Items, the Corporation shall be authorized to withhold a sufficient number of whole shares of Common Stock otherwise issuable upon the vesting of the PSUs that have vested shall not an aggregate Fair Market Value sufficient to pay the 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 of Restricted Common Stock. In cases where the Fair Market Value of the number of whole shares of Common Stock that have vested (withheld is greater than the “Tax Amount”) (unless other arrangements acceptable Tax-Related Items required to be withheld, the Corporation shall make a cash payment to you equal to the Company in its sole discretion have been made)difference as soon as administratively practicable. Notwithstanding anything herein The cash equivalent of the shares of Common Stock withheld will be used to settle the contrary, in obligation to withhold the Tax-Related Items. In the event that a Grantee has not satisfied withholding in shares of Common Stock is prohibited or problematic under Applicable Laws or otherwise may trigger adverse consequences to the conditions outlined in Corporation or your Employer, your Employer is authorized to withhold the immediately preceding sentence within twenty (20) days after Tax-Related Items required to be withheld with respect to the shares of Restricted Common Stock in cash from your regular salary and/or wages or any other amounts payable to you. In the event the withholding requirements are not satisfied through the withholding of shares of Common Stock by the Corporation or through your regular salary and/or wages or other amounts payable to you by your Employer, no shares of Common Stock will be issued to you (or your estate) upon vesting of the PSUs unless and until satisfactory arrangements have vested, been made by you with respect to the Company may (but shall not be required to)payment of any Tax-Related Items that the Corporation or your Employer determines, in its sole discretion, at any time by notice must be withheld or collected with respect to such PSUs. By accepting this grant of PSUs, you expressly consent 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 Common Stock that and/or withholding from your regular salary and/or wages or other amounts payable to you as provided for hereunder. All other Tax-Related Items related to the PSUs and any shares of Common Stock delivered in payment thereof are your sole responsibility. Depending on the withholding method, the Corporation or your Employer may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable withholding rates, including maximum applicable rates in your jurisdiction(s), in which case you may receive a refund of any over-withheld amount in cash and will have vested with an aggregate value equal no entitlement to 150% the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of the Tax Amount. For purposes of the preceding sentenceCommon Stock, each share of Restricted Stock you shall be deemed to have a value equal to been issued the average closing price full number 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 subject to the Granteevested PSUs, or in installments (together with interest) evidenced by notwithstanding that a number of the Grantee’s secured promissory noteshares of Common Stock are held back solely for the purpose of paying the Tax-Related Items.

Tax Withholding. Notwithstanding anything herein The Employee timely shall pay to the contraryCompany such amount as the Company may be required, certificates for 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. The Employee may elect to satisfy his or her obligation to advance the Required Tax Payments by (a) authorizing the Company to withhold whole shares of Restricted Common Stock that have vested shall not which otherwise would be delivered to the Grantee unless and until the Grantee has delivered Employee pursuant to the Executive Vice PresidentAward, Human Resources having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with the Award or (b) delivery (either actual delivery or by attestation procedures established by the Company) to the Company (or such other executive officer of previously-owned whole shares of Common Stock, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with the Award. Shares of Common Stock to be withheld or delivered may not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum statutory withholding rate. Any fraction of a share of Common Stock which would be required to pay the Required Tax Payments shall be disregarded and the remaining amount due shall be paid in cash by the Employee. The Employee agrees that if by the pay period that immediately follows the date that the Restriction Period with respect to the Award terminates, no cash payment attributable to any such fractional share shall have been received by the Company, then the Employee hereby authorizes the Company performing a similar function)to deduct such cash payment from any amount payable by the Company or any Affiliate to the Employee, at its corporate headquarters in New Yorkincluding without limitation any amount payable to the Employee as salary or wages. Notwithstanding the foregoing provisions of this Section 4.3, New York, cash paymentan Employee shall satisfy his or her obligation to advance employment taxes owed prior to the date that the Restriction Period with respect to the Award terminates, if any, deemed necessary by a cash payment to the Company, and the Employee hereby authorizes the Company to deduct such cash payment from any amount payable by the Company to enable it to satisfy or any federal, foreign or other tax withholding obligations with respect Affiliate to the shares of Restricted Stock Employee, including without limitation any amount payable to the Employee as salary or wages. The Employee agrees that have vested (the “Tax Amount”) (unless other arrangements acceptable authorizations set forth in this Section 4.3 may be reauthorized via electronic means determined by the Company. The Employee may revoke these authorizations by written notice to the Company in its sole discretion have been made). Notwithstanding anything herein prior 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 notededuction.

Tax Withholding. Notwithstanding anything herein When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Employer shall withhold the amount required to satisfy the payment of the Tax Obligations. 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 Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the contraryamount of such Tax Obligations, certificates for shares (iii) withholding the amount of Restricted Stock that have vested shall not be delivered such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the company and/or the Employer, (iv) delivering to the Grantee unless Company already vested and until owned Shares having a Fair Market Value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Grantee has delivered Company may determine in its sole discretion (whether through a broker or otherwise) equal to the Executive Vice President, Human Resources amount of the Company (or such other executive officer of Tax Obligations. To the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary extent determined appropriate 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, it will have been made)the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Notwithstanding anything herein Further, if Participant is subject to tax in more than one jurisdiction between the contraryDate of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the event payment of any required Tax Obligations hereunder at the time of the Option exercise, 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 honor the exercise and refuse to deliver the Shares if such Tax Obligation are not be required to), in its sole discretion, fully satisfied 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 noteexercise.

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 As of any date that a number (which may be all or part) of your Restricted Shares would no longer be forfeited if you were to have a Termination of Affiliation on such date, or as of any other date that a required tax withholding liability as described in Article 17 of the Plan (“Required Withholding”) occurs, you must remit the minimum amount necessary to satisfy the Required Withholding relating to such number of your Restricted Shares that would not be so forfeited. The Committee may require you to satisfy the Required Withholding by any (or a combination) of the following means: (i) a cash payment; (ii) withholding from compensation otherwise payable to you; (iii) withholding from any of your Restricted Shares that are no longer subject to forfeiture a number of Shares having a Fair Market Value less than or equal 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 minimum statutory amount of the Company Required Withholding; 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”iv) (unless other arrangements acceptable delivering to the Company in its sole discretion have been made). Notwithstanding anything herein Shares having a Fair Market Value less than or equal to the contraryminimum statutory amount of the Required Withholding. The Committee may, in but is not required to, approve your irrevocable election made prior to the event time the Required Withholding liability occurs to have the Company withhold from your Restricted Shares that will no longer be subject to forfeiture at the time the Required Withholding liability occurs, a Grantee has not satisfied number of Shares having a Fair Market Value less than or equal to the conditions outlined in minimum statutory amount of the immediately preceding sentence within twenty (20) days after Required Withholding. If at the shares of Restricted Stock have vestedtime the Required Withholding liability occurs you are entitled to receive certificates for Shares under this Agreement, the Company may (but shall will 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 deliver your certificates unless you remit (or such other U.S. exchange in appropriate cases agree to remit) or market on which otherwise provide for the Common Stock is then primarily traded) on the five (5) trading days up Required Withholding relating 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 noteyour Shares as described above.

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 Pursuant to such procedures as the contraryAdministrator may specify from time to time, certificates the applicable Service Recipient(s) shall withhold the amount required to be withheld for shares the 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 PresidentTax Obligations. The Administrator, 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 and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash in U.S. dollars or by check designated in U.S. dollars, (ii) electing to have been made). Notwithstanding anything herein the Company withhold otherwise deliverable Shares having a fair market value equal to the contraryminimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) having the event that a Grantee has not satisfied amount of such Tax Obligations withheld from Participant’s wages or other cash compensation paid to Participant by the conditions outlined in the immediately preceding sentence within twenty applicable Service Recipient(s), (20iv) days after the shares of Restricted Stock have vested, delivering to 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 Shares that number of shares of Restricted Stock Participant owns and 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 closing price minimum withholding requirement for such Tax Obligations, or (v) 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 share of broker or otherwise) equal to the Common Stock on minimum amount that is necessary to meet the Nasdaq Global Market withholding requirement for such Tax Obligations (or such other U.S. exchange or market on which greater amount as Participant may elect if permitted by the Common Stock Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Administrator in its discretion, the Administrator will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. If the Tax Obligations are satisfied by withholding in Shares, for tax purposes, Participant is then primarily traded) on deemed to have been issued the five (5) trading days up full number of Exercised Shares, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax Obligations. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and including the a date of vesting. The Company may from time to time change (any relevant taxable or provide alternatives to) the method of tax withholding on event, as applicable, Participant acknowledges and agrees that the Restricted Stock granted hereunder by notice to the Granteeapplicable Service Recipient(s) (and/or former 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 of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or account for tax in installments (together with interest) evidenced by the Grantee’s secured promissory notemore than one jurisdiction.

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 note.minimum 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. (f)

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 All payments or grants made pursuant to this Award Agreement shall be subject to withholding of all applicable taxes for federal, state, local and other tax purposes, including any employment taxes resulting from the lapsing of the restrictions (the “Tax Obligations”). In the event that Company requests Grantee to do so, Grantee hereby agrees that Grantee will promptly satisfy the Tax Obligations resulting from the lapsing of the restrictions by authorizing, and Grantee hereby authorizes, the Company to withhold from the Shares becoming unrestricted as a result of the lapsing of the restrictions in accordance herewith, a number of Shares having a Fair Market Value less than or equal to the contraryTax Obligations. To the extent that the number of Shares tendered by Grantee pursuant to this Section 9 is insufficient to satisfy the Tax Obligations, Grantee hereby authorizes the Company to deduct from Grantee’s compensation the additional amount necessary to fully satisfy the Tax Obligations. If the Company chooses not to deduct such amount from Grantee’s compensation, Grantee agrees to pay promptly the Company, in cash or by check acceptable to the Company, the additional amount necessary to satisfy fully the Tax Obligations. Grantee agrees to take any further actions and execute any additional documents as may be necessary to effectuate the provisions of this Section 9. No certificates for shares of Restricted Stock that have vested representing the unrestricted Shares 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 satisfied Grantee’s obligations with respect to the shares full amount of Restricted Stock that have vested (all applicable tax withholding resulting from 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% payment 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 noteShare earned.

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 Whenever a Period of Restriction applicable to the contraryRecipient’s rights to some or all of the Restricted Stock lapses as provided in Section 4, certificates 5, or 7 of this Agreement, the Company or its agent shall notify the Recipient of the related amount of tax that must be withheld under applicable tax laws. Regardless of any action the Company, any Subsidiary of the Company, or the Recipient’s employer takes with respect to any or all income tax, social security, payroll tax, payment on account or other tax-related withholding (“Tax”) that the Recipient is required to bear pursuant to all applicable laws, the Recipient hereby acknowledges and agrees that the ultimate liability for all Tax is and remains the responsibility of the Recipient. Prior to receipt of any shares of that correspond to Restricted Stock that have vested vests in accordance with this Agreement, the Recipient shall not be delivered pay or make adequate arrangements satisfactory to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources Company and/or any Subsidiary of the Company (or such other executive officer to satisfy all withholding and payment on account obligations of the Company performing a similar function)and/or any Subsidiary of the Company. In this regard, at its corporate headquarters in New York, New York, the Recipient authorizes the Company and/or any Subsidiary of the Company to withhold all applicable Tax legally payable by the Recipient from the Recipient’s wages or other cash payment, if any, deemed necessary compensation paid to the Recipient by the Company and/or any Subsidiary of the Company or from the proceeds of the sale of shares. Alternatively, or in addition, the Company may sell or arrange for the sale of Common Stock that the Recipient is due to enable it acquire to satisfy the withholding obligation for Tax and/or withhold any federalCommon Stock, foreign provided that the Company sells or other withholds only the amount of Common Stock necessary to satisfy the minimum withholding amount. Finally, the Recipient agrees to pay the Company or any Subsidiary of the Company any amount of any Tax that the Company or any Subsidiary of the Company may be required to withhold as a result of the Recipient’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver Common Stock if the Recipient fails to comply with its obligations in connection with the tax withholding obligations as described in this section. The Company advises the Recipient to consult his or her lawyer or accountant with respect to the shares of Restricted Stock that have vested (tax consequences for the “Tax Amount”) (unless other arrangements acceptable to Recipient under 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 vestingPlan. 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 and/or any such notice. The Company (in its sole and absolute discretion) may permit all or part Subsidiary of the Tax Amount Company: (a) make no representations or undertakings regarding the tax treatment in connection with the Plan; and (b) do not commit to be paid with shares of Common Stock owned by structure the Grantee, Plan to reduce or in installments (together with interest) evidenced by eliminate the GranteeRecipient’s secured promissory noteliability for Tax.

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 The Employee timely shall pay to the contraryCompany such amount as the Company may be required, certificates for 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. The Employee may elect to satisfy his or her obligation to advance the Required Tax Payments by (a) authorizing the Company to withhold whole shares of Restricted Common Stock that have vested shall not which otherwise would be delivered to the Grantee unless and until the Grantee has delivered Employee pursuant to the Executive Vice PresidentAward, Human Resources having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with the Award or (b) delivery (either actual delivery or by attestation procedures established by the Company) to the Company (or such other executive officer of previously-owned whole shares of Common Stock, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with the Award. Shares of Common Stock to be withheld or delivered may not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum statutory withholding rate; provided, however, that in the case of withholding of such shares, the number of shares to be withheld to satisfy the Required Tax Payments shall be rounded up to the nearest whole share, and the Company performing a similar function)shall reimburse the Employee in cash for any such excess tax withholding as soon as practicable thereafter. Notwithstanding the foregoing provisions of this Section 5.3, at its corporate headquarters in New York, New York, cash paymentan Employee shall satisfy his or her obligation to advance employment taxes owed prior to the date that the Restriction Period with respect to the Award terminates, if any, deemed necessary by a cash payment to the Company, and the Employee hereby authorizes the Company to deduct such cash payment from any amount payable by the Company to enable it to satisfy or any federal, foreign or other tax withholding obligations with respect Affiliate to the shares of Restricted Stock Employee, including without limitation any amount payable to the Employee as salary or wages. The Employee agrees that have vested (this authorization may be reauthorized via electronic means determined by the “Tax Amount”) (unless other arrangements acceptable Company, and that the Employee may revoke this authorization by written notice to the Company in its sole discretion have been made). Notwithstanding anything herein prior 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 notededuction.

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 (a) Before tax and withholding events, as a condition of your receiving Shares in respect of the RSUs, you agree to make arrangements satisfactory to the contrary, certificates for shares of Restricted Stock that have vested shall not be delivered to Company and 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 Committee to satisfy any federalall income tax, foreign social insurance tax, payroll tax, fringe benefits tax and other Federal, state or local and non-U.S. tax payment or withholding requirements or other tax withholding obligations with respect to the shares of Restricted Stock that have vested related items (the collectively, “Tax AmountTax-Related Items”) (unless other arrangements acceptable to determined by the Company Committee in its sole discretion have been made). Notwithstanding anything herein to in connection with the contrary, Award or your participation 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 vestedPlan, including paying the Company may (but shall not be required to)or an Affiliate, in its sole discretion, at any time by notice through payroll withholding or other Committee-required method, the amount of Tax-Related Items required to be paid or withheld with respect to the Grantee, choose to satisfy RSUs. Such payment of Tax-Related Items will be made by 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% Company withholding Shares issuable upon settlement of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value RSUs equal to the average closing price of a share amount required to be withheld or paid as determined by the Company, except to the extent that: (i) the Chief Human Resources Officer permits payment for such Tax-Related Items in cash by an employee other than an executive officer of the Company (“Executive Officer”) subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Act”), or (ii) you are an Executive Officer and you elect to make payment for such Tax-Related Items in cash or by instructing the Company and any brokerage firm approved by the Company to sell on your behalf the Shares underlying the RSUs that the Company determines will satisfy such Tax-Related Items. Any withholding of Shares or sale or cash payment pursuant to this Section will occur when the requirement to withhold or pay taxes arises, or as soon as practicable afterwards if permitted by the Company. If you are an Executive Officer who instructs a brokerage firm sale permitted by this Section, you will be responsible for, and will indemnify and hold the Company harmless with respect to, any and all losses, costs, damages or other expenses (including brokerage fees and other similar costs related directly to any such sale of Common Stock Stock) arising in connection with, or related to, any such sale. In addition, the Company or an Affiliate may (but is not required to), to the extent permitted by law, deduct any such tax and other withholding amounts from any payment of any kind otherwise due to you from the Company or any Affiliate. Depending on the Nasdaq Global Market (or such other U.S. exchange or market on which withholding method, 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 (withhold or provide alternatives to) account for Tax-Related Items by considering such statutory withholding rates as may be determined applicable in 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 discretion of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, Committee that will not result in an adverse accounting consequence or in installments (together with interest) evidenced by the Grantee’s secured promissory notecost.

Tax Withholding. Notwithstanding anything herein As a condition precedent to the contrary, certificates for issuance or delivery of any shares of Restricted Common Stock that have vested upon the exercise of the Option, the holder shall not pay to the Company in addition to the purchase price of the shares of Common Stock, 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 such exercise of the Option. The holder may elect to satisfy his or her obligation to advance the Required Tax Payments by (i) authorizing the Company to withhold whole shares of Common Stock which otherwise would be delivered to the Grantee unless and until holder upon the Grantee has delivered to the Executive Vice President, Human Resources exercise of the Company (or such other executive officer Option, the aggregate Fair Market Value of which shall be determined as of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary date of exercise or (ii) delivery (either actual delivery or by attestation procedures established 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”Company) (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 of previously-owned whole shares of Restricted Stock have vestedCommon Stock, the Company aggregate Fair Market Value of which shall be determined as of the date of exercise. Shares of Common Stock to be withheld or delivered 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% Fair Market Value in excess of the Tax Amountamount determined by applying the minimum statutory withholding rate. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price Any fraction of a share of the Common Stock on which would be required to satisfy the Nasdaq Global Market (or such other U.S. exchange or market on which aggregate of 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 obligation and 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 purchase price of the Tax Amount to be paid with shares of Common Stock owned shall be disregarded and the remaining amount due shall be paid in cash by the Grantee, or in installments (together with interest) evidenced holder. The Optionee agrees that if by the Granteepay period that immediately follows the date that the Optionee exercises the Option, no cash payment attributable to any such fractional share shall have been received by the Company, then the Optionee hereby authorizes the Company to deduct such cash payment from any amount payable by the Company or any Affiliate to the Optionee, including without limitation any amount payable to the Optionee as salary or wages. The Optionee agrees that this authorization may be reauthorized via electronic means determined by the Company. The Optionee may revoke this authorization by written notice to the Company prior to any such deduction. No share of Common Stock shall be delivered until the Required Tax Payments have been satisfied in full (or arrangement has been made for such payment to the Company’s secured promissory notesatisfaction).

Tax Withholding. 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 may be delivered released from the escrow established pursuant to the Grantee Section 12, 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 all Tax-Related Items. When Shares of Restricted Stock that have vested are vested, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. 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-Related Items, in whole or in part (the “Tax Amount”without limitation), if permissible by applicable local law, by (i) (unless other arrangements requiring Participant to make a payment in a form acceptable to the Company, (ii) withholding in Shares to be released from the escrow established pursuant to Section 12, (iii) withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Tax-Related Items, or (v) withholding from proceeds of the sale of Shares released from the escrow established pursuant to Section 12 either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization without further consent). To the extent determined appropriate by the Company in its sole discretion discretion, it will 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 right (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose obligation) to satisfy any 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 and, until determined otherwise by the Tax Amount. For purposes of Company, this will be 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 method by which 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-Related Items are satisfied. The Company may from time withhold or account for Tax-Related Items by considering statutory or other withholding rates, including minimum or maximum rates applicable in Participant’s jurisdiction(s). Further, if Participant is subject to time change (tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or provide alternatives to) the method of tax withholding on event, as applicable, Participant acknowledges and agrees that the Restricted Stock granted Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of such Tax-Related Items hereunder by notice at the time of the applicable tax event for any Shares, Participant will permanently forfeit such Shares, and such Shares 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 As a condition to the contrary, certificates for delivery of shares of Restricted Common Stock, Holder must, 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 Xxxxxx fails to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any amount payable by the Company to Holder, including regular salary or bonus payments. Holder may elect to satisfy his or her obligation to advance the Required Tax Payments by any of the following means: (a) a cash payment to the Company; (b) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole shares of Common Stock that having an aggregate Fair Market Value (as defined below), determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Required Tax Payments; (c) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered to Holder having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments; or (d) any combination of (a), (b) and (c). Shares of Common Stock may not have vested shall not an aggregate Fair Market Value in excess of the amount determined by applying the maximum statutory withholding rate in the applicable jurisdiction. The number of shares to be delivered to the Grantee unless and until Company or withheld from the Grantee has delivered to Holder shall be determined by applying 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 paymentmaximum statutory withholding rate, 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 Holder makes such an aggregate value equal to 150% of the Tax Amountelection. For purposes of this Award, “Fair Market Value” as of any date means the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal determined by reference to the average closing price of a share of the Common Stock as finally reported on the Nasdaq Global Market (or New York Stock Exchange for the trading day immediately preceding 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 date. Any fraction 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 a share of Common Stock owned which would be required to satisfy any Required Tax Payment will be disregarded and the remaining amount due must be paid in cash by Holder. No share of Common Stock will be issued or 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 If the Company incurs any obligation to pay any amount in respect of taxes (including withholding taxes and any interest, penalties or such other executive officer additions to tax) imposed on income of the Company performing a similar function)or distributions made to any Member or former Member, at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary any amount so required to be paid by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to such Person shall be treated for all purposes of this Agreement as if it had been loaned to such Person, and the shares Managing Member shall cause the Company to give prompt written notice to such Person of Restricted Stock the date and amount of such loan. Any withholding taxes withheld pursuant to this Section 4.05 shall be withheld at the maximum applicable statutory rate under the applicable tax law unless the Managing Member shall have received an opinion of counsel or other evidence, satisfactory to the Managing Member in its reasonable discretion, to the effect that have vested (the “Tax Amount”) (unless other arrangements acceptable a lower rate is applicable or that no withholding is applicable. Each Member covenants, for itself, its successors, assigns, heirs and personal representatives, that such Person shall pay to the Company in its sole discretion have at any time after notice of the loan has been made). Notwithstanding anything herein to the contrarygiven, in the event that a Grantee has but not satisfied the conditions outlined in the immediately preceding sentence within later than twenty (20) days after the shares of Restricted Stock have vested, the Company delivers a written demand to such Person for such repayment (which demand may (but shall not be required to), in its sole discretion, made at any time by notice prior to or after the dissolution of the Company or the withdrawal of such Person or its predecessors from the Company); provided, however, that if any such repayment is not made within such 20-day period, such Person shall pay interest 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 Company at a value rate equal to the average closing price of a share of "prime rate" published by The Wall Street Journal, adjusted daily, for the Common Stock entire period commencing on the Nasdaq Global Market (or such other U.S. exchange or market date on which the Common Stock is then primarily traded) Company paid such amount and ending on the five (5) trading days up date on which such Person repays such amount to and including the date of vestingCompany together with all accrued but previously unpaid interest. The Company may shall (1) collect such unpaid amounts (including interest) from time any Company distributions that otherwise would be made to time change such Person and/or (or provide alternatives to2) subtract from the method Capital Account of tax withholding on such Person, no later than the Restricted Stock granted hereunder by notice day prior to the GranteeCompany's initial liquidating distribution, 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 unpaid amounts (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 plus unpaid interest) evidenced by not so collected, in each case treating the Grantee’s secured promissory noteamount so collected or subtracted as having been distributed to such Person at the time of such collection or subtraction.

Tax Withholding. Notwithstanding anything herein to the contraryEach optionee, certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee Successor or Lifetime Transferee who has delivered to the Executive Vice Presidentexercised an option shall, Human Resources immediately upon notification 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 paymentamount due, 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 in its sole discretion have been made)cash or by check amounts necessary to satisfy any applicable federal, state and local tax withholding requirements. Notwithstanding anything herein If additional withholding is or becomes required (as a result of exercise of an option or as a result of disposition of shares acquired pursuant to exercise of an option) beyond any amount deposited before delivery of the certificates, the optionee, Successor or Lifetime Transferee shall pay such amount, in cash or by check, to the contraryCompany on demand. If the optionee, in Successor or Lifetime Transferee fails to pay 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 demanded, the Company or the Employer may (but withhold that amount from other amounts payable to the optionee, Successor or Lifetime Transferee, including salary, subject to applicable law. With the consent of the Board of Directors, an optionee may satisfy this obligation, in whole or in part, by instructing NuScale Corp to withhold some of the shares to be issued upon exercise or by delivering to NuScale Corp other shares of Common Stock; provided, however, that the number of shares so withheld or delivered shall not be required to), in its sole discretion, at any time by notice to exceed the Grantee, choose minimum amount necessary to satisfy the conditions outlined required withholding obligation. The fair market value of Common Stock provided or withheld in payment of withholding taxes shall be determined by the immediately preceding sentence by unilaterally revoking Board of Directors. If the Grantee’s right to receive that number Common Stock of shares of Restricted Stock that have vested with an aggregate value equal to 150% NuScale Corp is not publicly traded at the time of the Tax Amount. For purposes determination of the preceding sentencewithholding amount, each share the Board of Restricted Directors may consider any valuation methods it deems appropriate and may, but is not required to, obtain one or more independent appraisals of NuScale Corp. If the Common Stock of NuScale Corp is publicly traded at the time of the determination of the withholding amount, the fair market value of Common Stock provided or withheld in payment of the withholding taxes shall be deemed to have a value equal to the average closing trading 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 day immediately prior to the Granteeexercise date, it being understood that from and after such notice unless the Grantee will be bound by the method (or alternatives) specified in any such noticeBoard of Directors specifies another value. 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 GranteeIn lieu of, or in installments (together addition to, the foregoing “net withholding” provisions, the Company may choose to make arrangements with interest) evidenced by a Plan administrator or broker to sell shares into the Grantee’s secured promissory noteopen market to cover the withholding obligation, and remit those sale proceeds to the Company to satisfy the withholding obligation.

Tax Withholding. Notwithstanding anything herein As a condition to exercising this Option in whole or in part, the Holder shall pay, or make provisions satisfactory to the contraryCompany for payment of, certificates any income tax, social tax, payroll tax and other taxes required to be withheld in connection with such exercise. Payment for such taxes may be in any of the forms of payment specified above in Section 3. To the extent permitted by applicable law and with the consent of Mattel, payment for such taxes also may be in the form of shares of Restricted Common Stock that have vested would otherwise be issued upon the exercise of this Option, provided that the Fair Market Value of such shares shall not be delivered exceed the sums necessary to pay the tax withholding based on the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income, rounded up to the Grantee nearest whole number of shares (unless higher withholding is permissible without adverse accounting consequences to Mattel). The Company may, in its discretion, withhold any amount necessary to pay the applicable taxes from the Holder’s regular salary/wages or any other amounts payable to the Holder, with no withholding of shares of Common Stock, or may require the Holder to submit payment equivalent to the minimum taxes required to be withheld (unless higher withholding is permissible without adverse accounting consequences to Mattel) by means of certified check, cashier’s check or wire transfer. By accepting the Option, the Holder expressly consents to the methods of withholding as provided hereunder. In the event the withholding requirements for applicable taxes are not satisfied, no shares of Common Stock will be issued to the Holder (or the Holder’s estate) upon exercise of the Option 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 as determined by Mattel in its corporate headquarters in New York, New York, cash payment, if any, deemed necessary sole discretion) have been made by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations Holder with respect to the shares payment of Restricted Stock that have vested (applicable taxes. Further, if the “Tax Amount”) (unless other arrangements acceptable Holder becomes subject to taxation in more than one country between 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 Grant Date and including the date of vesting. The Company may from time to time change any relevant taxable or tax withholding event, as applicable, the Holder acknowledges that Mattel and/or his or her employer (or provide alternatives toformer employer, as applicable) the method of tax withholding on the Restricted Stock granted hereunder by notice may be required to withhold or account for taxes in more than one country. All other taxes related to the Grantee, it being understood that from Option 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 delivered in settlement thereof shall be the Grantee, or in installments (together with interest) evidenced by sole responsibility of the Grantee’s secured promissory noteHolder.

Tax Withholding. Notwithstanding anything herein When Shares are issued as payment for vested Restricted Stock Units, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Employer will withhold the minimum amount required to be withheld for the payment of Tax Obligations. 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 Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the contraryamount of such Tax Obligations, certificates for shares (c) withholding the amount of Restricted Stock that have vested shall not be delivered such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the company and/or the Employer, (d) delivering to the Grantee unless Company already vested and until owned Shares having a Fair Market Value equal to such Tax Obligations, or (e) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Grantee has delivered Company may determine in its sole discretion (whether through a broker or otherwise) equal to the Executive Vice President, Human Resources amount of the Company (or such other executive officer of Tax Obligations. To the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary extent determined appropriate 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, it will have been made)the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such Tax Obligations are satisfied. Notwithstanding anything herein Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations 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 Obligations are 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 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 When Shares are issued as payment for vested Restricted Stock Units, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Employer shall withhold the minimum amount required to be withheld for the payment of Tax Obligations. 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 Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (1) paying cash, (2) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the contraryamount of such Tax Obligations, certificates for shares (3) withholding the amount of Restricted Stock that have vested shall not be delivered such Tax Obligations from Participant's wages or other cash compensation paid 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 Participant by the Company to enable it to satisfy any federaland/or the Employer, foreign or other tax withholding obligations with respect (4) delivering to the shares Company already vested and owned Shares having a Fair Market Value equal to such Tax Obligations, or (5) selling a sufficient number of Restricted Stock that have vested 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 Amount”) (unless other arrangements acceptable to Obligations. To the extent determined appropriate by the Company in its sole discretion discretion, it will have been made)the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Notwithstanding anything herein Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, 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 Obligations are not be required to)delivered at the time they are due. Without limitation on any of the foregoing rights or remedies of Company, if Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Company has the right, at Company's sole discretion, to sell a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion, at any time by notice discretion (whether through a broker or otherwise) equal 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% amount of the Tax Amount. For purposes of the preceding sentenceObligations, each share of Restricted Stock shall be deemed or to have withhold otherwise deliverable Shares having a value Fair Market Value equal to the average closing price amount 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 noteObligations.

Tax Withholding. Notwithstanding anything herein The Employee timely shall pay to the contraryCompany such amount as the Company may be required, certificates for 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. The Employee may elect to satisfy his or her obligation to advance the Required Tax Payments by (a) authorizing the Company to withhold whole shares of Restricted Common Stock that have vested shall not which otherwise would be delivered to the Grantee unless and until the Grantee has delivered Employee pursuant to the Executive Vice PresidentAward, Human Resources having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with the Award or (b) delivery (either actual delivery or by attestation procedures established by the Company) to the Company (or such other executive officer of previously-owned whole shares of Common Stock, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with the Award. Shares of Common Stock to be withheld or delivered may not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum statutory withholding rate; provided, however, that in the case of withholding of such shares, the number of shares to be withheld to satisfy the Required Tax Payments shall be rounded up to the nearest whole share, and the Company performing a similar function)shall reimburse the Employee in cash for any such excess tax withholding as soon as practicable thereafter. Notwithstanding the foregoing provisions of this Section 4.3, at its corporate headquarters in New York, New York, cash paymentan Employee shall satisfy his or her obligation to advance employment taxes owed prior to the date that the Restriction Period with respect to the Award terminates, if any, deemed necessary by a cash payment to the Company, and the Employee hereby authorizes the Company to deduct such cash payment from any amount payable by the Company to enable it to satisfy or any federal, foreign or other tax withholding obligations with respect Affiliate to the shares of Restricted Stock Employee, including without limitation any amount payable to the Employee as salary or wages. The Employee agrees that have vested (this authorization may be reauthorized via electronic means determined by the “Tax Amount”) (unless other arrangements acceptable Company, and that the Employee may revoke this authorization by written notice to the Company in its sole discretion have been made). Notwithstanding anything herein prior 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 notededuction.

Tax Withholding. Notwithstanding anything herein RSUs are taxable upon vesting based on the market value in accordance with the tax laws of the country where you are resident or employed. RSUs are taxable in accordance with the existing or future tax laws of the country where you are resident or employed. If you are an U.S. citizen or expatriate, you may also be subject to U.S. tax laws. To the extent required by applicable federal, state or other law, you shall make arrangements satisfactory to the contraryCorporation (or the Subsidiary that employs you, certificates if your Subsidiary is involved in the administration of the 2006 Plan) for the payment and satisfaction of any income tax, social security tax, payroll tax, social taxes, applicable national or local taxes, or payment on account of other tax related to withholding obligations that arise by reason of granting of a RSU, vesting of a RSU or any sale of shares of Restricted the Common 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 madewhichever is applicable). 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 The Corporation shall not be required to)to issue or lift any restrictions on shares of the Common Stock pursuant to your RSUs or to recognize any purported transfer of shares of the Common Stock until such obligations are satisfied. Unless provided otherwise by the Committee, in its sole discretion, at any time these obligations will be satisfied 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 Corporation withholding a number of shares of Restricted Common Stock that have vested would otherwise be issued under the RSUs that the Corporation determines has a Market Value sufficient to meet the tax withholding obligations. In the event that the Committee provides that these obligations will not be satisfied under the method described in the previous sentence, you authorize UBS Financial Services Inc., or any successor plan administrator, to sell a number of shares of Common Stock that are issued under the RSUs, which the Corporation determines is sufficient to generate an amount that meets the tax withholding obligations plus additional shares to account for rounding and market fluctuations, and to pay such tax withholding to the Corporation. The shares may be sold as part of a block trade with an aggregate value equal to 150% other participants of the Tax Amount2006 Plan in which all participants receive an average price. For purposes this purpose, "Market Value" will be calculated as the average 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 highest and lowest sales prices of the Common Stock as reported by NASDAQ 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 vestingday your RSUs vest. 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 future value of the Tax Amount to be paid with underlying shares of Common Stock owned is unknown and cannot be predicted with certainty. You are ultimately liable and responsible for all taxes owed by you in connection with your RSUs, regardless of any action the GranteeCorporation takes or any transaction pursuant to this Section 9 with respect to any tax withholding obligations that arise in connection with the RSUs. The Corporation makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or in installments (together with interest) evidenced by settlement of the Grantee’s secured promissory noteRSUs or the subsequent sale of any of the shares of Common Stock underlying the RSUs that vest. The Corporation does not commit and is under no obligation to structure the RSU program to reduce or eliminate your tax liability.

Tax Withholding. Notwithstanding anything herein The Employee timely shall pay to the contraryCompany such amount as the Company may be required, certificates for 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. The Employee may elect to satisfy his or her obligation to advance the Required Tax Payments by (a) authorizing the Company to withhold whole shares of Restricted Common Stock that have vested shall not which otherwise would be delivered to the Grantee unless and until the Grantee has delivered Employee pursuant to the Executive Vice PresidentAward, Human Resources having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with the Award or (b) delivery (either actual delivery or by attestation procedures established by the Company) to the Company (or such other executive officer of previously-owned whole shares of Common Stock, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with the Award. Shares of Common Stock to be withheld or delivered may not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum statutory withholding rate. Unless other arrangements have been made to the Company’s satisfaction, any fraction of a share of Common Stock which would be required to pay the Required Tax Payments shall be disregarded and the remaining amount due shall be paid in cash by the Employee. The Employee agrees that if by the pay period that immediately follows the date that the Restriction Period with respect to the Award terminates, no cash payment attributable to any such fractional share shall have been received by the Company, then the Employee hereby authorizes the Company performing a similar function)to deduct such cash payment from any amount payable by the Company or any Affiliate to the Employee, at its corporate headquarters in New Yorkincluding without limitation any amount payable to the Employee as salary or wages. Notwithstanding the foregoing provisions of this Section 4.3, New York, cash paymentan Employee shall satisfy his or her obligation to advance employment taxes owed prior to the date that the Restriction Period with respect to the Award terminates, if any, deemed necessary by a cash payment to the Company, and the Employee hereby authorizes the Company to deduct such cash payment from any amount payable by the Company or any Affiliate to enable it the Employee, including without limitation any amount payable to satisfy any federal, foreign the Employee as salary or other tax withholding obligations wages. The Employee agrees that the authorizations set forth in this Section 4.3 with respect to deducting cash payments from future amounts payable may be reauthorized via electronic means determined by the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable Company. The Employee may revoke these authorizations by written notice to the Company in its sole discretion have been made). Notwithstanding anything herein prior 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 notededuction.

Tax Withholding. Notwithstanding anything herein The Company or one of the Subsidiaries shall require the Participant to satisfy any applicable U.S. federal, state and local and non-U.S. tax withholding obligations that may arise in connection with the Restricted Stock Units and the related issuance of shares of Company Common Stock. Accordingly, unless the Company determines otherwise, (i) except as set forth in clause (ii) of this Section 6(a), with respect to all withholding obligations in connection with the Restricted Stock Units, the Company shall retain a number of shares of Company Common Stock issuable in respect of the Restricted Stock Units then vesting or issued that have an aggregate Fair Market Value as of the applicable date equal to the contraryamount of such taxes required to be withheld, certificates for not to exceed the amount necessary to avoid liability award accounting (plus any additional withholding amount resulting from imputed income to the Participant resulting from such withholding, if applicable), and the number of shares of Company Common Stock to be issued in respect of the Restricted Stock that have vested Units shall not thereupon be delivered reduced by the number of shares of Company Common Stock so retained (ii) with respect to any Federal Insurance Contributions Act (FICA) withholding amounts the Grantee unless and until the Grantee has delivered Company determines to the Executive Vice President, Human Resources be due as a result of the Company (or such other executive officer of Participant having met the Company performing qualifications for a similar function)Qualifying Retirement, at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary such time or times as determined by the Company in its discretion, the Company or its Subsidiary shall, to enable it the extent permitted by applicable law and the Code, withhold an amount in cash (through payroll deduction or otherwise) from Participant’s salary (or any other amount owed by the Company or its Subsidiaries to the Participant) equal to the Company’s estimate of such FICA withholding obligation, not to exceed the amount necessary to avoid liability award accounting. The Company, in its discretion, may, as an alternative to the withholding methods described in the preceding portion of this Section 6(a), permit or require the Participant to satisfy any federal, foreign or other tax all such withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable by another means, including by remitting cash to the Company in its sole discretion have been made)an amount sufficient to satisfy all or any portion of the relevant taxes required to be withheld. Notwithstanding anything herein to the contrary, in the event No method of withholding that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares would violate any financing instrument of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at or 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 Subsidiaries 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 notepermitted.

Tax Withholding. Notwithstanding anything herein As a condition to the contrary, certificates for delivery of shares of Restricted Common Stock that upon vesting of any portion of the Award, Holder must, 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 Holder fails to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any amount payable by the Company to Holder, including regular salary or bonus payments. Holder may elect to satisfy his or her obligation to advance the Required Tax Payments by any of the following means: (a) a cash payment to the Company; (b) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole shares of Common Stock having an aggregate Fair Market Value (as defined below), determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Required Tax Payments; (c) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered to Holder having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments; or (d) any combination of (a), (b) and (c). Shares of Common Stock may not have vested shall not an aggregate Fair Market Value in excess of the amount determined by applying the maximum statutory withholding rate in the applicable jurisdiction. The number of shares to be delivered to the Grantee unless and until Company or withheld from the Grantee has delivered to Holder shall be determined by applying 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 paymentmaximum statutory withholding rate, 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 Holder makes such an aggregate value equal to 150% of the Tax Amountelection. For purposes of this Award, “Fair Market Value” as of any date means the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal determined by reference to the average closing price of a share of the Common Stock as finally reported on the Nasdaq Global Market (or New York Stock Exchange for the trading day immediately preceding 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 date. Any fraction 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 a share of Common Stock owned which would be required to satisfy any Required Tax Payment will be disregarded and the remaining amount due must be paid in cash by Holder. No share of Common Stock will be issued or delivered until the Required Tax Payments have been satisfied in full. In accordance with terms of the NQDC Plan, any tax obligations that arise upon vesting under this Agreement with respect to deferred RSUs credited to the NQDC shall not be deducted from the deferred RSUs and instead shall be deducted from any amount payable by the GranteeCompany to the Holder, or including the portion of this Award that has not been deferred into the NQDC Plan, subject in installments (together all instances to compliance with interest) evidenced by Section 409A of the Grantee’s secured promissory noteCode.

Tax Withholding. Notwithstanding anything herein The Company or any Affiliate shall have the right to deduct from payments of any kind otherwise due to Employee, any federal, state, local or foreign taxes of any kind required by law to be withheld upon the contraryissuance, certificates for vesting or payment of any shares of Restricted Stock that have vested shall not be delivered Stock, dividends or payments of any kind. The Company may withhold taxes from any payments or Shares due to Employee or Employee may deliver a check to the Grantee unless and until the Grantee has delivered Company. Subject to the Executive Vice President, Human Resources prior approval 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 which may be withheld 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)Company, in its sole discretion, at any time by notice Employee may elect to the Grantee, choose have shares of Stock withheld or to satisfy the conditions outlined minimum statutory withholding obligations, in whole or in part, by delivering to the immediately preceding sentence Company shares of Stock already owned by unilaterally revoking Employee (for at least six months or any other minimum period required by the Grantee’s right Company). The shares withheld or delivered shall have an aggregate Fair Market Value not in excess of the minimum statutory total tax withholding obligations. The Fair Market Value of the shares used to receive satisfy the withholding obligation shall be determined by the Company as of the date that number the amount of tax to be withheld is to be determined (“Tax Date”). Shares used to satisfy any tax withholding obligation must be vested and cannot be subject to any repurchase, forfeiture, or other similar requirements. Any election must be made prior to the Tax Date, shall be irrevocable, made in writing, signed by Employee, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate. If the Employee is a non-section 16 reporting person, shares of Stock from the released shares will be sold to cover the entire amount of taxes due on the lapse date and any sales commissions owed in connection with such sale 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 noteStock.

Tax Withholding. Notwithstanding anything herein When Shares are issued as payment for vested Restricted Stock Units, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the minimum amount required to be withheld for the payment of Tax Obligations or such greater amount if that amount would not trigger adverse financial accounting consequences. 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 Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the contraryamount of such Tax Obligations, certificates for shares (iii) withholding the amount of Restricted Stock that have vested shall not be delivered such Tax Obligations from Participant’s wages or other cash compensation paid 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 Participant by the Company to enable it to satisfy any federaland/or the Employer, foreign or other tax withholding obligations with respect (iv) delivering to the shares Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of Restricted Stock that have vested 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 Amount”) (unless other arrangements acceptable to Obligations. To the extent determined appropriate by the Company in its sole discretion discretion, it will have been made)the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such Tax Obligations are satisfied. Notwithstanding anything herein Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, 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 Obligations are 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 When Shares are issued as payment for vested Restricted Stock Units, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the minimum amount required to be withheld for the payment of Tax Obligations. 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 Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the contraryamount of such Tax Obligations, certificates for shares (c) withholding the amount of Restricted Stock that have vested shall not be delivered such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the company and/or the Service Recipient, (d) delivering to the Grantee unless Company already vested and until owned Shares having a Fair Market Value equal to such Tax Obligations, or (e) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Grantee has delivered Company may determine in its sole discretion (whether through a broker or otherwise) equal to the Executive Vice President, Human Resources amount of the Company (or such other executive officer of Tax Obligations. To the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary extent determined appropriate 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, it will have been made)the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant [and, until determined otherwise by the Company, this will be the method by which such Tax Obligations are satisfied]. Notwithstanding anything herein Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, 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 Obligations are 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 Pursuant to such procedures as the Administrator may specify from time to time, the Service Recipient will withhold the amount required to be withheld for the payment of Tax Obligations (the “Withholding Obligations”). 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 Withholding Obligations, in whole or in part (without limitation), if permissible by applicable local law, by: (i) paying cash in U.S. dollars, (ii) having the Company withhold otherwise deliverable Shares having a fair market value equal to the contrary, certificates minimum amount that is necessary to meet the withholding requirement 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 such Withholding Obligations (or such 4000-0000-0000.2 greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Participant’s wages or other executive officer cash compensation paid to Participant by the applicable Service Recipient(s), (iv) delivering to the Company Shares that Participant owns and that already have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (v) 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 minimum amount that is necessary to meet the withholding requirement for such Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”), or (vi) such other means as the Administrator deems appropriate. If the Withholding Obligations are satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Withholding Obligations. To the extent determined appropriate by the Company performing in its discretion, it will have the right (but not the obligation) to satisfy any Withholding Obligations by Net Share Withholding. If Net Share Withholding is the method by which such Withholding Obligations are satisfied, the Company will not withhold on a similar function)fractional Share basis to satisfy any portion of the Withholding Obligations and, at its corporate headquarters in New Yorkunless the Company determines otherwise, New York, cash paymentno refund will be made to Participant for the value of the portion of a Share, if any, deemed necessary withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Participant agrees that as part of the Company Sell to enable it Cover, additional Shares may be sold to satisfy any federal, foreign associated broker or other tax withholding obligations fees. Only whole Shares will be sold pursuant to a Sell to Cover. Any proceeds from the sale of Shares pursuant to a Sell to Cover that are in excess of the Withholding Obligations and any associated broker or other fees will be paid to Participant in accordance 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, procedures 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 specify 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 notetime.

Tax Withholding. Notwithstanding anything herein 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 AmountOptions involved in the transaction. For purposes Grantee may elect, within thirty (30) days of the preceding sentenceGrant 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 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 The Optionee shall pay to the contraryCompany promptly upon request, certificates for shares and in any event at the time the Optionee recognizes taxable income in respect of Restricted Stock that have vested shall not be delivered the Option, an amount equal to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of taxes 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 determines it is required to enable it to satisfy any federal, foreign or other withhold under applicable tax withholding obligations laws with respect to the Option. Such payment may be made by any of, or a combination of, the following methods: (i) cash or check; (ii) out of the Optionee’s current compensation; (iii) surrender of other shares of Restricted Common Stock of the Company which (a) either have been owned by the Optionee for more than six (6) months as of the date of surrender or were not acquired, directly or indirectly, from the Company, and (b) have a Fair Market Value on the date of surrender equal to the amount required to be withheld; (iv) by electing to have the Company withhold from the Shares to be issued upon exercise of the Option that have vested number of Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld or (the “Tax Amount”v) (unless other arrangements acceptable delivery of a properly executed Exercise Notice together with irrevocable instructions to a broker to deliver promptly to the Company in its sole discretion have been made). Notwithstanding anything herein the amount of sale or loan proceeds required to pay the contrary, in amount required to be withheld; provided that 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 Administrator may from time to time change (or provide alternatives to) limit the method availability of any non-cash payment alternative. For these purposes, the Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined (the “Tax Date”). All elections by the Optionee to have Shares withheld to satisfy tax withholding on the Restricted Stock granted hereunder by notice obligations shall be made in writing in a form acceptable to the Grantee, it being understood that from Administrator and after such notice shall be subject 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 note.following restrictions:

Tax Withholding. Notwithstanding anything herein The Company shall have the right to require, prior to the contrary, certificates for issuance or delivery of any shares of Restricted Common Stock, payment by Grantee of any Federal, state, local or other taxes which may be required to be withheld or paid in connection with the Option hereunder. Grantee may elect that (i) the Company shall withhold whole shares of Common Stock that have vested shall not which would otherwise be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources upon exercise of the Company (or such other executive officer option having an aggregate Fair Market Value determined as of the Company performing a similar function), at its corporate headquarters date the obligation to withhold or pay taxes arises in New York, New York, cash payment, if any, deemed connection with the option (the "Tax Date") in the amount necessary by the Company to enable it to satisfy any federal, foreign such obligation or other tax withholding obligations with respect (ii) Grantee satisfy any such obligation by any of the following means: (A) a cash payment to the Company, (B) delivery to the Company of previously owned whole shares of Restricted Common Stock that have vested (which Grantee has held for at least six months prior to the “delivery of such shares or which Grantee purchased on the open market and in each case for which Grantee has good title, free and clear of all liens and encumbrances) having an aggregate Fair Market Value determined as of the Tax Amount”Date, equal to the amount necessary to satisfy any such obligation, (C) (unless other arrangements a cash payment by a broker-dealer acceptable to the Company to whom Grantee has submitted an irrevocable notice of exercise, or (D) any combination of (A), (B) and (C), in its each case to the extent not prohibited by the Agreement relating to the option. Any fraction of a share of Common Stock which would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in cash by Grantee; provided, however, that the Committee shall have sole discretion have been made). Notwithstanding anything herein to disapprove of an election pursuant to any of clauses (B)-(D) and that if Grantee is subject to Section 16 of 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 vestedExchange Act, the Company may (but shall not require that the method of satisfying any such obligation be required to), in its sole discretion, at any time by notice to compliance with Section 16 and 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 Amountrules and regulations thereunder. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price Any fraction 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.Common

Tax Withholding. Notwithstanding anything herein Upon the vesting and settlement of the RSUs, the Participant shall be required to pay to the contraryCompany or the Affiliates if so ordered by applicable laws in cash (by check or wire transfer) such amount as the Company determines that it is required to withhold under applicable U.S. federal, certificates for state or local and non-U.S. tax and social security laws in respect of the RSUs, and the Company or the Affiliates shall have the right and is hereby authorized to withhold any cash, shares of Restricted Stock that have vested shall not be delivered to Common Stock, other securities or other property deliverable under the Grantee unless and until RSUs, the Grantee has delivered to the Executive Vice Presidentamount (in cash, Human Resources shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the Company (or RSUs, and to take any such other executive officer action as the Committee or the Company deem necessary to satisfy all obligations for the payment of such withholding taxes, if applicable; provided that the Committee may, in its sole discretion, allow such withholding obligation to be satisfied by any other method described in Section 14(d) of the Plan. The Company performing a similar function)may (but is not obligated to) require the Participant to satisfy, at its corporate headquarters in New Yorkwhole or in part, New York, cash payment, if any, deemed necessary the tax obligations by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Common Stock that have vested (with a Fair Market Value equal to such withholding liability. If the “Tax Amount”) (unless other arrangements acceptable to Vesting Date occurs during a blackout period under the Company’s xxxxxxx xxxxxxx policy, 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 obligated to), in its sole discretion, at any time by notice to ) arrange for the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that sale of a number of shares of Restricted Common Stock that have vested with an aggregate value equal to 150% be delivered to the Participant to satisfy the applicable withholding obligations, regardless of whether the Tax Amountwithholding obligation is the Company’s or the Affiliates. For purposes Such shares of the preceding sentence, each share of Restricted Common Stock shall be deemed to have a value equal to the average closing price of a share sold on behalf of the Common Stock Participant through the Company’s transfer agent on the Nasdaq Global Market (facilities of the NYSE or such through the facilities of any other U.S. exchange or market on which the Common Stock is then primarily traded) on listed at the five (5) trading days up to and including the date time of vestingsuch sale. The obligations of the Company may under this Agreement will be conditional on such payment or arrangements, and the Participant agrees that the Company will have the right to deduct any such withholding taxes from time any payment of any kind otherwise due to time change Participant (including, but not limited to, any salary or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice other remuneration payments due 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 (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. 7.

Tax Withholding. Notwithstanding anything herein Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Employer shall withhold the amount required to be withheld for the payment of Tax Obligations or other greater amount up to the contrarymaximum statutory rate under Applicable Laws, certificates for shares of Restricted Stock that have vested shall not be delivered as applicable to the Grantee unless and until the Grantee has delivered to the Executive Vice PresidentParticipant, Human Resources of the Company (or if such other executive officer of the Company performing a similar function)greater amount would not result in adverse financial accounting treatment, 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 federalCompany, foreign or other tax withholding obligations with respect to the shares filing of Restricted Stock that an 83(b) Election, or, if an 83(b) Election is not filed or not timely filed, upon each vesting date, or as otherwise required by Applicable Laws. 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 Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (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 Obligations, (c) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the company and/or the Employer, (d) delivering to the Company already vested and owned Shares having a Fair Market Value equal to such Tax Obligations, or (e) 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 Amount”) (unless other arrangements acceptable to Obligations. To the extent determined appropriate by the Company in its sole discretion discretion, it will have been made). Notwithstanding anything herein the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such Tax Obligations are satisfied if a 83(b) Election is not filed or not timely filed, and Participant authorizes the Escrow Holder to take all actions necessary to accomplish the transfer to the contraryCompany of the Shares withheld to satisfy the Tax Obligations. Further, if Participant is subject to tax in more than one jurisdiction between the event Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that a Grantee has not satisfied the conditions outlined Company and/or the Employer (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the immediately preceding sentence within twenty (20) days after payment of such Tax Obligations hereunder at the shares time any applicable Shares of Restricted Stock have vestedotherwise are scheduled to vest pursuant to Section 3, 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 such Shares of Restricted Stock that have vested with an aggregate value equal will thereupon be forfeited and automatically transferred to 150% of and reacquired by the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal Company at no cost 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 Company 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 Participant 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 notehave no further rights thereunder.

Tax Withholding. Notwithstanding anything herein As a condition to the contrary, certificates for delivery of shares of Restricted Common Stock that upon vesting of any portion of the Award, Holder must, 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 Hxxxxx fails to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any amount payable by the Company to Holder, including regular salary or bonus payments. Holder may elect to satisfy his or her obligation to advance the Required Tax Payments by any of the following means: (a) a cash payment to the Company; (b) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole shares of Common Stock having an aggregate Fair Market Value (as defined below), determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Required Tax Payments; (c) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered to Holder having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments; or (d) any combination of (a), (b) and (c). Shares of Common Stock may not have vested shall not an aggregate Fair Market Value in excess of the amount determined by applying the maximum statutory withholding rate in the applicable jurisdiction. The number of shares to be delivered to the Grantee unless and until Company or withheld from the Grantee has delivered to Holder shall be determined by applying 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 paymentmaximum statutory withholding rate, 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 Holder makes such an aggregate value equal to 150% of the Tax Amountelection. For purposes of this Award, “Fair Market Value” as of any date means the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal determined by reference to the average closing price of a share of the Common Stock as finally reported on the Nasdaq Global Market (or New York Stock Exchange for the trading day immediately preceding 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 date. Any fraction 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 a share of Common Stock owned which would be required to satisfy any Required Tax Payment will be disregarded and the remaining amount due must be paid in cash by Holder. No share of Common Stock will be issued or delivered until the Required Tax Payments have been satisfied in full. In accordance with terms of the NQDC Plan, any tax obligations that arise upon vesting under this Agreement with respect to deferred RSUs credited to the NQDC shall not be deducted from the deferred RSUs and instead shall be deducted from any amount payable by the GranteeCompany to the Holder, or including the portion of this Award that has not been deferred into the NQDC Plan, subject in installments (together all instances to compliance with interest) evidenced by Section 409A of the Grantee’s secured promissory noteCode.

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 The Company does not expect that it shall be required to effect any withholding with respect to any of the Shares subject to the contraryAward. However, certificates for shares of Restricted Stock the Grantee hereby agrees that, if the Company determines that have vested shall not any Tax-Related Items are required by Applicable Law to be delivered withheld in connection with the Grantee’s Awards and/or Shares, the Grantee agrees to pay the Company or a Subsidiary, as applicable, or make provision satisfactory to the Grantee unless Company for payment of such Tax-Related Items by the date of the event creating the liability for Tax-Related Items. At the Company’s discretion and until subject to any Company xxxxxxx xxxxxxx policy (including black-out periods), any withholding obligation for Tax-Related Items may be satisfied by (i) deducting an amount sufficient to satisfy such withholding obligation from any payment of any kind otherwise due to the Grantee; (ii) accepting a payment from the Grantee has delivered in cash, by wire transfer of immediately available funds, or by check made payable to the Executive Vice President, Human Resources order of the Company or a Subsidiary, as applicable; (iii) accepting the delivery of Shares, including Shares delivered by attestation; (iv) if there is a public market for Shares at the time the withholding obligation for Tax-Related Items is satisfied, selling Shares issued pursuant to the Award creating the withholding obligation for Tax-Related Items, either voluntarily by the Grantee or such mandatorily by the Company; (v) accepting delivery of a promissory note or any other executive officer lawful consideration; or (vi) any combination of the foregoing payment forms. The amount withheld pursuant to any of the foregoing payment forms shall be determined by the Company performing a similar function)and may be up to, at its corporate headquarters but no greater than, the aggregate amount of such obligations based on the maximum statutory withholding rates in New Yorkthe Grantee’s jurisdiction for all Tax-Related Items that are applicable to such taxable income. If any tax withholding obligation will be satisfied under clause (iv) of the preceding paragraph, New York, cash payment, if any, deemed necessary the Grantee’s acceptance of the Award will constitute the Grantee’s authorization to the Company and instruction and authorization to any brokerage firm selected by the Company to enable it effect the sale to satisfy any federal, foreign or other tax withholding obligations with respect to complete the shares of Restricted Stock that have vested transactions described in clause (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been madeiv). 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 (but shall not be required to), obligated to transfer Shares held in its sole discretion, at any time by notice escrow to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking Grantee or 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 legal representative until 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 notelegal representative shall have paid or otherwise satisfied in full the amount of all Tax-Related Items resulting from the grant or vesting of the Award.

Tax Withholding. Notwithstanding anything herein The Company’s obligation (i) to issue or deliver to the contrary, Employee any certificate or certificates for unrestricted shares of Restricted Stock that have vested shall not be delivered stock or (ii) to pay to the Grantee unless and until the Grantee has delivered Employee any dividends or make any distributions with respect to the Executive Vice President, Human Resources Common Stock issued under this Agreement is expressly conditioned on the Company’s satisfaction 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 paymentobligation, if any, deemed necessary by to withhold taxes. The Employee shall, not later than the Company to enable it to satisfy any federaldate as of which the receipt of this Award becomes a taxable event for Federal income tax purposes, 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 in its sole discretion have been made). Notwithstanding anything herein or make arrangements satisfactory to the contraryAdministrator for payment of any Federal, in state, and local taxes required by law to be withheld on account of such taxable event. The Company shall satisfy any required minimum tax withholding obligation (or such greater tax withholding as the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20Administrator may approve) days after the by withholding from shares of Restricted Stock have vested, to be issued or released by 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 transfer agent a number of shares of Restricted Stock that have vested with an aggregate value equal Fair Market Value that would satisfy the withholding amount due (with the resulting number being rounded up to 150% of the Tax Amount. For purposes of the preceding sentence, each nearest whole share of Restricted Stock Stock). In addition, by acceptance of this Award, the Employee agrees that for all outstanding Awards not yet vested under the Plan, the Company 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 satisfy any required minimum tax withholding obligation (or such other U.S. exchange or market on which greater tax withholding as the Common Administrator may approve) by withholding from shares of Stock is then primarily traded) on to be issued under such awards a number of shares of Stock with an aggregate Fair Market Value that would satisfy the five minimum tax withholding amount due (5) trading days with the resulting number being rounded up to and including the date nearest whole share 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 noteStock).

Tax Withholding. Notwithstanding anything herein to the contraryany contrary Agreement provision, certificates for shares of no certificate representing any Restricted Stock that have vested shall not may be delivered to released from the Grantee escrow established under Section 2 or under Section 5, unless and until the Grantee Participant has delivered made satisfactory arrangements (as the Administrator determines) for paying any applicable income, employment, and other taxes that NextG determines must be withheld with respect to such Restricted Stock. In the Administrator’s sole discretion and under such procedures that the Administrator may specify from time to time, the Administrator may permit the Participant to satisfy such tax withholding obligation, in whole or in part, by (a) paying cash, (b) electing to have NextG withhold otherwise deliverable Restricted Stock with a Fair Market Value equal to the Executive Vice Presidentminimum amount required to be withheld, Human Resources (c) delivering to NextG already vested and owned Shares with a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient amount of Restricted Stock otherwise deliverable to the Company Participant through such means as NextG may determine in NextG’s sole discretion (whether through a broker or such other executive officer of otherwise) equal to the Company performing a similar function)amount required to be withheld. To the extent that NextG determines appropriate in NextG’s sole discretion, at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by NextG will have the Company to enable it right (but not the obligation) to satisfy any federal, foreign or other tax withholding obligations with respect to by reducing the shares amount of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable otherwise deliverable to the Company in its sole discretion have been made)Participant. Notwithstanding anything herein If the Participant fails to make satisfactory arrangements for paying any required tax withholding obligations at 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 time any Restricted Stock have vestedis otherwise scheduled to vest under Section 3 or Section 4, then 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 Participant will permanently forfeit 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 and such 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 returned 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.NextG at no cost to NextG.

Tax Withholding. Notwithstanding anything herein Pursuant to such procedures as the Administrator may specify from time to time, the applicable Service Recipient(s) will withhold the amount required to be withheld for the payment of Tax Obligations (the “Withholding Obligations”). 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 Withholding Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash in U.S. dollars, (ii) having the Company withhold otherwise deliverable Shares having a fair market value equal to the contrary, certificates minimum amount that is necessary to meet the withholding requirement 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 such Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Participant’s wages or other executive officer cash compensation paid to Participant by the applicable Service Recipient(s), or (iv) 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 minimum amount that is necessary to meet the withholding requirement for such Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”). To the extent determined appropriate by the Administrator in its discretion, the Administrator will have the right (but not the obligation) to satisfy any Withholding Obligations by Net Share Withholding. If Net Share Withholding is the method by which such Withholding Obligations are satisfied, the Company will not withhold on a fractional Share basis to satisfy any portion of the Withholding Obligations and, unless the Company performing determines otherwise, no refund will be made to Participant for the value of the portion of a similar function), at its corporate headquarters in New York, New York, cash paymentShare, if any, deemed necessary withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Participant agrees that as part of the Company Sell to enable it Cover, additional Shares may be sold to satisfy any federal, foreign associated broker or other tax withholding obligations fees. Only whole Shares will be sold pursuant to a Sell to Cover. Any proceeds from the sale of Shares pursuant to a Sell to Cover that are in excess of the Withholding Obligations and any associated broker or other fees will be paid to Participant in accordance 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, procedures 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 specify 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 notetime.

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 As a condition of exercising this Option, I agree to the contrarymake adequate provision for foreign, 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 Presidentfederal, Human Resources of the Company (state or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash paymenttax withholding obligations, if any, deemed necessary which arise upon the grant, vesting or exercise of this Option, or disposition of the Purchased Shares, whether by the Company to enable it to satisfy any federalwithholding, foreign or other tax withholding obligations with respect direct payment to the shares Company, or otherwise. EARLY EXERCISE FORM IMPORTANT NOTE: UNVESTED PURCHASED SHARES ARE SUBJECT TO REPURCHASE BY THE COMPANY. PLEASE CONSULT WITH YOUR TAX ADVISER CONCERNING THE ADVISABILITY OF FILING AN 83(b) ELECTION WITH THE INTERNAL REVENUE SERVICE WHICH MUST BE FILED WITHIN THIRTY (30) DAYS AFTER THE PURCHASE OF SHARES TO BE EFFECTIVE. A form of Restricted Stock that have vested Election under Section 83(b) is attached hereto as Exhibit 1 for reference. Unless an 83(b) election is timely filed with the Internal Revenue Service (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contraryand, 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 vestedif necessary, the Company may (but shall not be required toproper state taxing authorities), in its sole discretion, at any time by notice electing pursuant 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% Section 83(b) of the Tax Amount. For purposes Internal Revenue Code (and similar state tax provisions, if applicable) to be taxed currently on any difference between the purchase price of the preceding sentence, each share of Restricted Stock shall be deemed to have a unvested Purchased Shares and their fair market 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 vestingpurchase, there may be a recognition of taxable income (including, where applicable, alternative minimum taxable income) to you, measured by the excess, if any, of the Fair Market Value of the unvested Purchased Shares at the time they cease to be unvested Purchased Shares, over the purchase price of the unvested Purchased Shares. The Company may from time Optionee hereby executes and delivers this this Stock Option Exercise Notice and Agreement via Carta and agrees 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 alternativesits terms. ATTACHMENT: EXHIBIT 1 – SECTION 83(B) specified in any such notice. ELECTION FORM EARLY EXERCISE FORM EXHIBIT 1 SECTION 83(b) ELECTION ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE The Company (in its sole and absolute discretionundersigned Taxpayer hereby elects, pursuant to Section 83(b) may permit all or part of the Tax Amount Internal Revenue Code of 1986, as amended, to be include the excess, if any, of the fair market value of the property described below at the time of transfer over the amount paid with shares of Common Stock owned by for such property, as compensation for services in the Granteecalculation of: (1) regular gross income; (2) alternative minimum taxable income; or (3) disqualifying disposition gross income, or in installments (together with interest) evidenced by as the Grantee’s secured promissory notecase may be.

Tax Withholding. Notwithstanding anything herein Pursuant to such procedures as the Administrator may specify from time to time, the applicable Service Recipient(s) will withhold the amount required to be withheld for the payment of Tax Obligations (the “Withholding Obligations”) which, to the contraryextent permitted under the Plan, certificates for shares may, in the discretion of Restricted Stock that have vested shall the Administrator, be in excess of the minimum statutory required amount to be withheld, upon each date with respect to which the Administrator determines Withholding Obligations are due, including but not be delivered limited to, at grant, vesting, exercise or any other date with respect to which Withholding Obligations arise. 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 Withholding Obligations, in whole or in part (without limitation), if permissible by applicable local law, by: (i) paying cash, (ii) having the Company withhold otherwise deliverable Shares having a fair market value equal to the Grantee unless and until minimum amount necessary to meet the Grantee has delivered to the Executive Vice President, Human Resources of the Company withholding requirement for such Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Participant’s wages or other executive officer cash compensation paid to Participant by the applicable Service Recipient(s), (iv) delivering to the Company Shares that Participant owns and that already have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), or (v) 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 minimum amount necessary to meet the withholding requirement for such Withholding Obligations (or such greater amount as Participant may elect or the Company may require, if permitted by the Administrator and if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”). If the Withholding Obligations are satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares exercised under the Option, notwithstanding that a number of Shares are held back solely for purposes of paying the Withholding Obligations. To the extent determined appropriate by the Administrator in its discretion, the Administrator will have the right (but not the obligation) to satisfy any Withholding Obligations by Net Share Withholding. If Net Share Withholding is the method by which such Withholding Obligations are satisfied, the Company will not withhold on a fractional Share basis to satisfy any portion of the Withholding Obligations and, unless the Company performing determines otherwise, no refund will be made to Participant for the value of the portion of a similar function), at its corporate headquarters in New York, New York, cash paymentShare, if any, deemed necessary withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Participant agrees that as part of the Company Sell to enable it Cover, additional Shares may be sold to satisfy any federal, foreign associated broker or other tax withholding obligations fees. Only whole Shares will be sold pursuant to a Sell to Cover. Any proceeds from the sale of Shares pursuant to a Sell to Cover that are in excess of the Withholding Obligations and any associated broker or other fees will be paid to Participant in accordance 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, procedures 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 specify 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 notetime.

Tax Withholding. Notwithstanding anything herein RSUs and dividend equivalents are taxable upon vesting (as indicated in your Notice of Grant) or, if later, the date to which you have deferred settlement of your RSUs. To the extent required by applicable federal, state or other law, you shall make arrangements satisfactory to the contraryCorporation (or the Subsidiary that employs you, certificates if your Subsidiary is involved in the administration of the 2006 Plan) for the payment and satisfaction of any income tax, social security tax, payroll tax, social taxes, applicable national or local taxes, or payment on account of other tax related to withholding obligations that arise by reason of granting of a RSU, vesting of a RSU or any sale of shares of Restricted the Common 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 madewhichever is applicable). 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 The Corporation shall not be required toto issue or lift any restrictions on shares of the Common Stock pursuant to your RSUs and dividend equivalents or to recognize any purported transfer of shares of the Common Stock until such obligations are satisfied. Unless provided otherwise by the Committee of the Board of Directors established pursuant to the 2006 Plan (the “Committee”), in its sole discretion, at any time these tax obligations (if any) will be satisfied 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 Corporation withholding a number of shares of Restricted Common Stock that have vested would otherwise be issued under the RSUs and dividend equivalents that the Corporation determines has a Market Value sufficient to meet the tax withholding obligations. In the event that the Committee provides that these obligations will not be satisfied under the method described in the previous sentence, you authorize UBS Financial Services Inc., or any successor plan administrator, to sell a number of shares of Common Stock that are issued under the RSUs and dividend equivalents, which the Corporation determines is sufficient to generate an amount that meets the tax withholding obligations plus additional shares to account for rounding and market fluctuations, and to pay such tax withholding to the Corporation. The shares may be sold as part of a block trade with an aggregate value equal to 150% other participants of the Tax Amount2006 Plan in which all participants receive an average price. For purposes this purpose, "Market Value" will be calculated as the average 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 highest and lowest sales prices of the Common Stock as reported by NASDAQ 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 day your RSUs and including the date of vestingdividend equivalents vest. 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 future value of the Tax Amount to be paid with underlying shares of Common Stock owned is unknown and cannot be predicted with certainty. You are ultimately liable and responsible for all taxes owed by you in connection with your RSUs and dividend equivalents, regardless of any action the GranteeCorporation takes or any transaction pursuant to this Section with respect to any tax withholding obligations that arise in connection with the RSUs and dividend equivalents. The Corporation makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or in installments (together with interest) evidenced by settlement of the Grantee’s secured promissory noteRSUs and dividend equivalents or the subsequent sale of any of the shares of Common Stock underlying the RSUs and dividend equivalents that vest. The Corporation does not commit and is under no obligation to structure the RSU program to reduce or eliminate your tax liability.

Tax Withholding. Notwithstanding anything herein to the contrary, certificates for shares of Restricted Common Stock with respect to Units 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, a 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 Units 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 Units 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 (provided proof of the Grantee’s ownership acceptable to the Company is supplied with the Common Stock) or by withholding shares that otherwise would be delivered to the Grantee on a Conversion Date, or in installments (together with interest) evidenced by the Grantee’s secured promissory note. For purposes of valuing shares tendered or withheld to settle tax withholding obligations, each share shall be deemed to have a value equal to the average closing price 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.

Tax Withholding. Notwithstanding anything herein The Employee timely shall pay to the contraryCompany such amount as the Company may be required, certificates for 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. The Employee may elect to satisfy his or her obligation to advance the Required Tax Payments by (a) authorizing the Company to withhold whole shares of Restricted Common Stock that have vested shall not which otherwise would be delivered to the Grantee unless and until the Grantee has delivered Employee pursuant to the Executive Vice PresidentAward, Human Resources having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with the Award or (b) delivery (either actual delivery or by attestation procedures established by the Company) to the Company (or such other executive officer of previously-owned whole shares of Common Stock, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with the Award. Shares of Common Stock to be withheld or delivered may not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum statutory withholding rate. Unless other arrangements have been made to the Company’s satisfaction, any fraction of a share of Common Stock which would be required to pay the Required Tax Payments shall be disregarded and the remaining amount due shall be paid in cash by the Employee. The Employee agrees that if by the pay period that immediately follows the date that the Restriction Period with respect to the Award terminates, no cash payment attributable to any such fractional share shall have been received by the Company, then the Employee hereby authorizes the Company performing a similar function)to deduct such cash payment from any amount payable by the Company or any Affiliate to the Employee, at its corporate headquarters in New Yorkincluding without limitation any amount payable to the Employee as salary or wages. Notwithstanding the foregoing provisions of this Section 5.3, New York, cash paymentan Employee shall satisfy his or her obligation to advance employment taxes owed prior to the date that the Restriction Period with respect to the Award terminates, if any, deemed necessary by a cash payment to the Company, and the Employee hereby authorizes the Company to deduct such cash payment from any amount payable by the Company to enable it to satisfy or any federal, foreign or other tax withholding obligations with respect Affiliate to the shares of Restricted Stock Employee, including without limitation any amount payable to the Employee as salary or wages. The Employee agrees that have vested (the “Tax Amount”) (unless other arrangements acceptable authorizations set forth in this Section 5.3 may be reauthorized via electronic means determined by the Company. The Employee may revoke these authorizations by written notice to the Company in its sole discretion have been made). Notwithstanding anything herein prior 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 notededuction.

Tax Withholding. Notwithstanding anything herein Whenever Shares are to be issued upon exercise of the Option, the Company shall have the right to require the Optionee to remit to the contraryCompany cash sufficient to satisfy all federal, state and local withholding tax obligations (the “Withholding Tax Obligations”) prior to issuance of the Shares and the delivery of any certificate or certificates for shares such Shares. In the discretion of Restricted Stock that have vested shall not be delivered the Committee, the Optionee may satisfy such Withholding Tax Obligations by surrendering to the Grantee unless and until Company at the Grantee has delivered time of exercise Shares (including Purchased Shares) having a Fair Market Value on the date of exercise equal to the Executive Vice PresidentWithholding Tax Obligations, Human Resources provided, that, the Company is not then prohibited from purchasing or acquiring such Shares pursuant to any loan or debt agreement to which any member of the Company Group is a party or pursuant to applicable law. Notwithstanding the foregoing, following termination of the Optionee’s Employment (i) by the Company Group without Cause or due to Disability; (ii) by the Optionee with Good Reason or as a result of Retirement or (iii) due to the Optionee’s death, the Optionee may elect to have the Withholding Tax Obligations satisfied by (A) the delivery to the Company of a certificate or certificates representing Shares having an aggregate Fair Market Value equal to the Withholding Tax Obligations, which Shares are duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such Shares, free and clear of any pledge, commitment, lien, claim or other executive officer encumbrance, or (B) by a reduction in the number of Purchased Shares to be issued upon such exercise having a Fair Market Value on the date of exercise equal to the Withholding Tax Obligations, provided, that, in either case, the Company is not then prohibited from purchasing or acquiring such Shares pursuant to any loan or debt agreement to which any member of the Company performing Group is a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company party or pursuant 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 noteapplicable law.

Tax Withholding. Notwithstanding anything herein Grantee agrees that, as a condition to the contraryrelease of shares of Common Stock from escrow and lapse of restrictions on transfer, certificates for no later than the first to occur of (i) the date as of which the restrictions on the Restricted Shares shall lapse with respect to all or any of the Restricted Shares covered by this Agreement, or (ii) the date required by Section 6(b) below, Grantee shall pay to the Company (in cash or to the extent permitted by the Administrator, by tendering shares of Common Stock held by Grantee, including shares of Restricted Stock Shares held in escrow that have become vested shall not be delivered (“Share Withholding”), with a Fair Market Value on the date the Restricted Shares vest 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 Shares 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 Stock that have vested such Common Stock. Payment of the tax withholding by a Grantee who is an officer, director or other “insider” subject to Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Tax AmountExchange Act”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, by tendering shares of Common Stock 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 Grantee 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 Grantee and the material terms of the Tax Amount. For purposes of Awards involved in 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 notetransaction.

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 respect to any withholding taxes arising in connection with the Executive Vice Presidentexercise of the Option, Human Resources 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 federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income; (or 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 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 a similar function), at its corporate headquarters Group based on the maximum statutory withholding rates in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any Participant’s applicable jurisdictions for federal, state, local and foreign or other income tax withholding obligations and payroll tax purposes that are applicable to such taxable income; (v) with respect to any withholding taxes arising in connection with the shares exercise of Restricted Stock the Option, 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 been made). Notwithstanding anything herein with respect to Shares then issuable to Participant pursuant to the contraryOption, 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 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 3.4(a), the Company may (shall have the right and option, but shall not be required to)the 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 Grantee’s right to receive that number of shares of Restricted Stock that have vested with treat such failure as 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.election by

Tax Withholding. Notwithstanding anything herein to the contrary, certificates for shares of Restricted Common 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, such 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 such shares or the shares of Restricted Stock Units 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 its withholding obligation by unilaterally revoking the Grantee’s right to receive that withholding a number of shares of Common Stock otherwise deliverable with respect to vested Restricted Stock that have vested with an aggregate Units having a value equal to 150% of the minimum Tax AmountAmount the Company is required to withhold. For purposes of the preceding sentence, each share of Restricted Common 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 vestingthe withholding tax is to be determined. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock Units 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 's secured promissory note. In addition, if the Company is required to withhold amounts with respect to the Restricted Stock Units other than as described in the preceding sentences, then the Grantee shall deliver to the Company at the time the Company is obligated to withhold amounts, such amount as the Company requires to meet the statutory withholding obligation under applicable tax laws or regulations, and if the Grantee fails to do so, the Company has the right and authority to deduct or withhold from amounts under this award or other compensation payable to the Grantee an amount sufficient to satisfy its withholding obligations.

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”) 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 (unless other arrangements acceptable without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, 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 required to be withheld. To the extent determined appropriate by the Company in its sole discretion discretion, it will 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 and, until determined otherwise by the Company, this will be the method by which such tax withholding obligations are satisfied. Notwithstanding anything herein If Participant fails to make satisfactory arrangements for the contrary, in payment of any required tax withholding obligations hereunder at the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of time any applicable Restricted Stock have vestedUnits otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, the Company may (but shall not be required to), in its sole discretion, at Participant will permanently forfeit such Restricted Stock Units and 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 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 Buyer shall not deduct or withhold any Taxes from any amounts payable pursuant to this Agreement unless such deduction or withholding of Taxes is required under applicable Law. In the event any applicable Law requires the deduction or withholding of any Tax from any such payments, then, in accordance with this Section 3.08, Buyer shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the contrary, certificates for shares of Restricted Stock that have vested relevant Taxing Authority in accordance with applicable Law. Buyer shall not be delivered use good faith efforts to notify 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), Seller 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 least five (5) trading days up Business Days prior to Closing of any deduction or withholding that it reasonably believes may be required to be made by it pursuant to this Section 3.08, and including shall consider in good faith any claim by the date of vesting. The Company may Seller that, and shall reasonably cooperate with Seller to determine if, such deduction or withholding is not required under applicable Law, and GE will (i) provide any information and documentation requested by Buyer that is reasonably necessary to demonstrate or evidence an exemption from time to time change (or provide alternatives toreduction in) any such deduction or withholding, and (ii) reasonably cooperate with the method completion or filing of any withholding or similar tax withholding certificate that can be completed or filed to demonstrate an exemption from (or reduction in), or to determine the amount of, any such deduction or withholding; provided that if the Parties are unable to agree on such amount within five (5) Business Days or such longer period as reasonably agreed to by the Restricted Stock granted hereunder by notice Parties, Seller shall have the opportunity, at Seller’s expense, to deliver to Buyer within five (5) Business Days a should-level opinion of a law firm or accounting firm, reasonably satisfactory to Buyer in form and substance and upon which Buyer can rely, to the Granteeeffect that such withholding should not be required under the relevant Law and (i) if such opinion is provided and determined by Buyer to be reasonably satisfactory in form and substance to Buyer, it being understood that Buyer shall not deduct or withhold from the applicable payment under such Law, and, if the applicable payment has already been made to a Seller Party (for the avoidance of doubt, less the disputed amount), Buyer shall pay the disputed amount to the Seller Party, and after (ii) in the absence of such notice an opinion, Buyer shall be entitled to deduct and withhold from the Grantee will applicable payment in accordance with such Law (and Seller shall be bound by responsible for any late payment penalties and interest resulting from the method (failure of Seller to provide such an opinion or alternatives) specified in from the failure to timely pay over any such notice. The Company (in its sole and absolute discretion) may permit all deduction or part withholding to the applicable governmental authority as a result of the Tax Amount provisions of this Section 3.08 (for the avoidance of doubt, except to the extent that such late payment penalties and interest result from Buyer’s gross negligence or willful misconduct)). To the extent that amounts are so deducted and withheld in accordance with this Section 3.08 and remitted to the appropriate Taxing Authority, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid with shares of Common Stock owned by to the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteapplicable Seller Party.

Tax Withholding. Notwithstanding anything herein To the extent that the receipt of the Employee Shares results in income to the contraryEmployee for federal, certificates state or local income tax purposes, the Employee shall deliver to Titanium at the time Titanium (or the Company) is obligated to withhold taxes in connection with such receipt, such amount as Titanium (or the Company) requires to meet its withholding obligation under applicable tax laws or regulations, and if the Employee fails to do so, Titanium (or the Company) has the right and authority to deduct or withhold from other compensation payable to the Employee an amount sufficient to satisfy its withholding obligations. The Employee may satisfy the withholding requirement, in whole or in part, by electing to have Titanium withhold for shares its own account that number of Restricted Employee Shares otherwise deliverable to the Employee from escrow hereunder on the date the tax is to be determined having an aggregate Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that Titanium (or the Company) must withhold in connection with the release of such Employee Shares. Such election must be irrevocable, in writing, and submitted to the Secretary of Titanium before the Release Date. The Fair Market Value of any fractional share of Common Stock not used to satisfy the withholding obligation (as determined on the date the tax is determined) will be paid in cash. The “Fair Market Value” of the Common Stock shall be determined by such methods or procedures as shall be established from time to time by the Board, or a duly authorized committee of the Board; provided, however, that have vested the Fair Market Value shall not be delivered to less than the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources par value of the Company Common Stock; and provided further, that (a) if the Common Stock is traded on the over-the-counter market, then the Fair Market Value shall be the closing sale price for the Common Stock in the over-the-counter market on the measurement date (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 there was no sale of the Common Stock on such date, on the Nasdaq Global Market immediately preceding date on which there was a sale of the Common Stock), as reported by the National Association of Securities Dealers Automated Quotation System (or such other U.S. exchange any successor), or market on which (b) if the Common Stock is listed on a national securities exchange or national securities association, then primarily traded) the Fair Market Value shall be the closing sale price for the Common Stock 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 Composite Tape 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 notemeasurement date.

Tax Withholding. Notwithstanding anything herein any contrary provision of this Award Agreement, no Units 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 Restricted Stock that income, employment and other taxes which the Company determines must be withheld with respect to such Units. 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 the Company withhold otherwise deliverable Units having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Units having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Units otherwise deliverable to Participant through such means as the “Tax Amount”Company may determine in its sole discretion (whether through a broker or otherwise) (unless other arrangements acceptable equal to the amount required to be withheld. To the extent determined appropriate by the Company in its sole discretion discretion, it will have been made)the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Units otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such tax withholding obligations are satisfied. Notwithstanding anything herein to 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, extent determined appropriate by the Company may in its discretion, it 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 tax withholding obligations through the conditions outlined use of the method described in (d) above. If Participant fails to make satisfactory arrangements for the immediately preceding sentence by unilaterally revoking payment of any required tax withholding obligations hereunder at the Grantee’s time any applicable Restricted Share Units otherwise are scheduled to vest pursuant to Sections 3 or 5 or tax withholding obligations related to Restricted Share Units otherwise are due, Participant will permanently forfeit such Restricted Share Units and any right to receive that number of shares of Units thereunder and the 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 Share 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 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 to To the contrary, certificates for shares extent that the receipt of the Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered Shares results in income to the Executive Vice Presidentfor federal, Human Resources of state or local income tax purposes, the Executive shall deliver to the Company at the time the Company (or a subsidiary) is obligated to withhold taxes in connection with such receipt or vesting, as the case may be, such amount as the Company requires to meet its withholding obligation under applicable tax laws or regulations, and if the Executive fails to do so, the Company has the right and authority to deduct or withhold from other executive officer compensation payable to the Executive an amount sufficient to satisfy its withholding obligations. If the Executive does not make an election under Section 83(b) of the Code in connection with this Agreement, the Participant may satisfy the withholding requirement, in whole or in part, by electing to have the Company withhold for its own account that number of Restricted Shares otherwise deliverable to the Participant from escrow hereunder on the date the tax is to be determined having an aggregate Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that the Company must withhold in connection with the vesting of such Restricted Shares. Such election must be irrevocable, in writing, and submitted to the Secretary of the Company performing a similar function), at its corporate headquarters before the applicable vesting date. The Fair Market Value of any fractional share of Common Stock not used to satisfy the withholding obligation (as determined on the date the tax is determined) will be paid in New York, New York, cash payment, if any, deemed necessary cash. The “Fair Market Value” of the Common Stock shall be determined by such methods or procedures as shall be established from time to time by the Company to enable it to satisfy any federalBoard or the Committee; provided, foreign or other tax withholding obligations with respect to however, 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 Fair Market Value shall not be required to)less than the par value of the Common Stock; and provided further, in its sole discretionthat (a) if the Common Stock is traded on the over-the-counter market, at any time by notice to then the Grantee, choose to satisfy Fair Market Value shall be the conditions outlined closing sale price for the Common Stock in the immediately preceding sentence by unilaterally revoking over-the-counter market on 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 measurement date (or if there was no sale of the Common Stock on such date, on the Nasdaq Global Market immediately preceding date on which there was a sale of the Common Stock), as reported by the National Association of Securities Dealers Automated Quotation System (or such other U.S. exchange any successor), or market on which (b) if the Common Stock is listed on a national securities exchange or national securities association, then primarily traded) the Fair Market Value shall be the closing sale price for the Common Stock 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 Composite Tape 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 notemeasurement date.