Common use of Taxes; Section 409A Clause in Contracts

Taxes; Section 409A. (a) Upon the delivery of shares pursuant to Section 3 hereof, the Grantee shall remit to the Company the minimum amount necessary to satisfy the Withholding Tax Obligation (as defined below) with respect to which the Award or portion thereof has settled as a condition to the Company’s issuance of any Shares. The payment shall be in cash or at the election of Grantee by means of: (i) the delivery of Shares previously owned by Grantee, subject to applicable legal requirements, and held for the requisite period of time as may be required to avoid the Company incurring any adverse accounting charge; (ii) a reduction in the number of Shares otherwise deliverable upon vesting or other amounts otherwise payable to the Grantee pursuant to this Agreement; or (iii) a combination of (i) and/or (ii). The value of any Shares delivered or withheld as payment in respect of the Withholding Tax Obligation shall be determined by reference to the Fair Market Value of such Shares as of the date of such withholding or delivery. For purposes hereof, the “Withholding Tax Obligation” means the minimum amount necessary to satisfy Federal, state, local or foreign withholding tax requirements, if any, in connection with vesting of all or a portion of the Award; provided, however, that, in the sole discretion of the Company, the Company may allow the Grantee to withhold an additional amount or additional number of Shares to satisfy an additional amount of withholding taxes up to the maximum individual statutory rate in the applicable jurisdiction, but only if such additional withholding, or the discretion to elect such additional withholding, does not result in adverse accounting treatment of this Award to the Company. (b) Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the Restricted Stock Units (including any dividend equivalent rights) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, including where Grantee has elected to defer settlement of this Award, settlement of the Restricted Stock Units or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such Restricted Stock Units and any dividend equivalent rights in strict compliance with Section 409A of the Code, including but not limited to delaying, if required, the issuance of Shares contemplated hereunder. Each payment of Restricted Stock Units (and related dividend equivalent rights) constitutes a “separate payment” for purposes of Section 409A of the Code.

Taxes; Section 409A. ​ (a) Upon the delivery of shares Shares pursuant to Section 3 hereof, the Grantee shall remit to the Company the minimum amount necessary to satisfy the Withholding Tax Obligation (as defined below) with respect to which the Award or portion thereof has RSUs that are being settled as a condition to the Company’s issuance of any Shares. The payment shall be in cash or at the election of Grantee by means of: (i) the delivery of Shares previously owned by Grantee, subject to applicable legal requirements, and held for the requisite period of time as may be required to avoid the Company incurring any adverse accounting charge; (ii) a reduction in the number of Shares otherwise deliverable upon vesting or other amounts otherwise payable to the Grantee pursuant to this Agreement; or (iii) a combination of (i) and/or (ii). The value of any Shares delivered or withheld as payment in respect of the Withholding Tax Obligation shall be determined by reference to the Fair Market Value of such Shares as of the date of such withholding or delivery. For purposes hereof, the “Withholding Tax Obligation” means the minimum amount necessary to satisfy Federal, state, local or foreign withholding tax requirements, if any, in connection with vesting of all or a portion of the AwardRSUs; provided, however, that, in the sole discretion of the Company, the Company may allow the Grantee to withhold an additional amount or additional number of Shares to satisfy an additional amount of withholding taxes up to the maximum individual statutory rate in the applicable jurisdiction, but only if such additional withholding, or the discretion to elect such additional withholding, does not result in adverse accounting treatment of this Award the RSUs to the Company. (b) Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the Restricted Stock Units RSUs (including any dividend equivalent rights) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, including where Grantee has elected to defer settlement of this Target Award, settlement of the Restricted Stock Units RSUs or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such Restricted Stock Units RSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code, including but not limited to delaying, if and to the extent required, the issuance of Shares contemplated hereunder. Each payment of Restricted Stock Units RSUs (and related dividend equivalent rights) constitutes a “separate payment” for purposes of Section 409A of the Code.

Taxes; Section 409A. (a) Upon the delivery of shares pursuant to Section 3 hereof, the Grantee shall remit to the Company the minimum amount necessary to satisfy the Federal, state, local or foreign withholding tax requirements, if any (“Withholding Tax Obligation (as defined belowTaxes”) with respect to which the Award or portion thereof has settled as a condition to the Company’s issuance of any Shares. The payment shall be in cash or at cash, unless otherwise provided by the election of Grantee by means of: Company to allow (i) the delivery of Shares previously owned by GranteeShares, subject to applicable legal requirements, and held for the requisite period of time as may be required to avoid the Company incurring any adverse accounting charge; (ii) a reduction in the number of Shares otherwise deliverable upon vesting or other amounts otherwise payable to the Grantee pursuant to this Agreement; , or (iii) a combination of (i) and/or (ii). The value of any Shares delivered or withheld as payment in respect of the Withholding Tax Obligation withholding tax requirements shall be determined by reference to the Fair Market Value of such Shares as of the date of such withholding or delivery. For purposes hereof, In the “event that Withholding Tax Obligation” means the minimum amount necessary to satisfy Federal, state, local or foreign Taxes are satisfied by withholding tax requirements, if any, in connection with vesting of all or a portion of the Award; provided, however, that, in Shares otherwise deliverable upon vesting to the sole discretion of the CompanyGrantee pursuant to this Agreement, the Company may allow shall not withhold any Shares in excess of the Grantee to withhold an additional amount or additional minimum number of Shares necessary to satisfy an additional amount of withholding taxes up to the maximum individual statutory rate in the applicable jurisdiction, but only if such additional withholding, or the discretion to elect such additional withholding, does not result in adverse accounting treatment of this Award to the CompanyWithholding Taxes. (b) Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the Restricted Stock Units (including any dividend equivalent rights) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, including where Grantee has elected to defer settlement of this Award, settlement of the Restricted Stock Units or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such Restricted Stock Units and any dividend equivalent rights in strict compliance with Section 409A of the Code, including but not limited to delaying, if required, the issuance of Shares contemplated hereunder. Each payment of Restricted Stock Units (and related dividend equivalent rights) constitutes a “separate payment” for purposes of Section 409A of the Code.

Taxes; Section 409A. (a) Upon a. The Company may withhold from any amounts or benefits payable under the delivery of shares Agreement income taxes and payroll taxes that are required to be withheld pursuant to any applicable law or regulation. b. The Agreement is intended to comply with or be exempt from the requirements of Section 3 hereof409A of the Code (together with the applicable regulations thereunder, the Grantee shall remit to the Company the minimum amount necessary to satisfy the Withholding Tax Obligation (as defined below“Section 409A”) with respect to which the Award or portion thereof has settled as a condition to the Company’s issuance of any Shares. The payment shall be in cash or at the election of Grantee by means of: (i) the delivery of Shares previously owned by Grantee, subject to applicable legal requirements, and held for the requisite period of time as may be required to avoid the Company incurring any adverse accounting charge; (ii) a reduction in the number of Shares otherwise deliverable upon vesting or other amounts otherwise payable to the Grantee pursuant to this Agreement; or (iii) a combination of (i) and/or (ii). The value of any Shares delivered or withheld as payment in respect of the Withholding Tax Obligation shall be determined by reference to the Fair Market Value of such Shares as of the date of such withholding or delivery. For purposes hereof, the “Withholding Tax Obligation” means the minimum amount necessary to satisfy Federal, state, local or foreign withholding tax requirementsamounts, if any, subject thereto and shall be interpreted, construed and performed consistent with such intent. To the extent that any provision in connection the Agreement is ambiguous as to its compliance with vesting of all Section 409A or a portion to the extent any provision in the Agreement must be modified to comply with Section 409A (including, without limitation, Treasury Regulation 1.409A-3(c)), such provision will be read, or will be modified (with the mutual consent of the Award; providedparties, howeverwhich consent will not be unreasonably withheld), thatas the case may be, in such a manner so that all payments due under the sole discretion Agreement will comply with Section 409A. For purposes of Section 409A, each payment made under the Agreement will be treated as a separate payment. c. All reimbursements provided under the Agreement will be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in the Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the Companycalendar year following the year in which the expense is incurred, and (iv) the Company may allow right to reimbursement is not subject to liquidation or exchange for another benefit. d. Executive further acknowledges that any tax liability incurred by Executive under Section 409A of the Grantee Code is solely the responsibility of Executive. e. Notwithstanding any provision of the Agreement to withhold an additional amount or additional number the contrary, if necessary to comply with the restriction in Section 409A(a)(2)(B) of Shares the Code concerning payments to satisfy an additional “specified employees” (as defined in Section 409A) any payment on account of Executive’s separation from service that would otherwise be due hereunder within six months after such separation will nonetheless be delayed until the first business day of the seventh month following Executive’s date of termination and the first such payment will include the cumulative amount of withholding taxes up any payments that would have been paid prior to the maximum individual statutory rate in the applicable jurisdiction, but only such date if not for such additional withholding, or the discretion to elect such additional withholding, does not result in adverse accounting treatment of this Award to the Company. (b) restriction. Notwithstanding anything contained herein to the contrary, Executive will not be considered to have terminated employment with the maximum extent permitted by applicable law, the settlement of the Restricted Stock Units (including any dividend equivalent rights) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, including where Grantee has elected to defer settlement of this Award, settlement of the Restricted Stock Units or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such Restricted Stock Units and any dividend equivalent rights in strict compliance with Section 409A of the Code, including but not limited to delaying, if required, the issuance of Shares contemplated hereunder. Each payment of Restricted Stock Units (and related dividend equivalent rights) constitutes a “separate payment” Company for purposes of Section 409A 2 hereof unless he would be considered to have incurred a “separation from service” from the Company within the meaning of the Code.Section 409A.

Taxes; Section 409A. (a) Upon the delivery expiration or termination of shares pursuant to Section 3 hereofthe Restricted Period, the Grantee shall remit to the Company the minimum amount necessary to satisfy the Withholding Tax Obligation (as defined below) with respect to which the Award or portion thereof has settled as a condition to the Company’s issuance of any Shares. The payment shall be in cash or at the election of Grantee by means of: (i) the delivery of Shares previously owned by Grantee, subject to applicable legal requirements, and held for the requisite period of time as may be required to avoid the Company incurring any adverse accounting charge; (ii) a reduction in the number of Shares otherwise deliverable upon vesting or other amounts otherwise payable to the Grantee pursuant to this Agreement; or (iii) a combination of (i) and/or (ii). The value of any Shares delivered or withheld as payment in respect of the Withholding Tax Obligation shall be determined by reference to the Fair Market Value of such Shares as of the date of such withholding or delivery. For purposes hereof, the “Withholding Tax Obligation” means the minimum amount necessary to satisfy Federal, state, local or foreign withholding tax requirements, if any, in connection with vesting of all or a portion of the Award; provided, however, that, in the sole discretion of the Company, the Company may allow the Grantee to withhold an additional amount or additional number of Shares to satisfy an additional amount of withholding taxes up to the maximum individual statutory rate in the applicable jurisdiction, but only if such additional withholding, or the discretion to elect such additional withholding, does not result in adverse accounting treatment of this Award to the Company. (b) Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the Restricted Stock Units (including any dividend equivalent rights) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, including where Grantee has elected to defer settlement of this Award, settlement of the Restricted Stock Units or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such Restricted Stock Units and any dividend equivalent rights in strict compliance with Section 409A of the Code, including but not limited to delaying, if required, the issuance of Shares contemplated hereunder. Each payment of Restricted Stock Units (and related dividend equivalent rights) constitutes a “separate payment” for purposes of Section 409A of the Code.

Taxes; Section 409A. (a) Upon the delivery expiration or termination of shares pursuant to Section 3 hereofthe Restricted Period, the Grantee shall remit to the Company the minimum amount necessary to satisfy the Federal, state, local or foreign withholding tax requirements, if any (“Withholding Tax Obligation (as defined belowTaxes”) with respect to which the Award or portion thereof has settled as a condition to the Company’s issuance of any Shares. The payment shall be in cash or at cash, unless otherwise provided by the election of Grantee by means of: Company to allow (i) the delivery of Shares previously owned by GranteeShares, subject to applicable legal requirements, and held for the requisite period of time as may be required to avoid the Company incurring any adverse accounting charge; (ii) a reduction in the number of Shares otherwise deliverable upon vesting or other amounts otherwise payable to the Grantee pursuant to this Agreement; , or (iii) a combination of (i) and/or (ii). The value of any Shares delivered or withheld as payment in respect of the Withholding Tax Obligation withholding tax requirements shall be determined by reference to the Fair Market Value of such Shares as of the date of such withholding or delivery. For purposes hereof, In the “event that Withholding Tax Obligation” means the minimum amount necessary to satisfy Federal, state, local or foreign Taxes are satisfied by withholding tax requirements, if any, in connection with vesting of all or a portion of the Award; provided, however, that, in Shares otherwise deliverable upon vesting to the sole discretion of the CompanyGrantee pursuant to this Agreement, the Company may allow shall not withhold any Shares in excess of the Grantee to withhold an additional amount or additional minimum number of Shares necessary to satisfy an additional amount of withholding taxes up to the maximum individual statutory rate in the applicable jurisdiction, but only if such additional withholding, or the discretion to elect such additional withholding, does not result in adverse accounting treatment of this Award to the CompanyWithholding Taxes. (b) Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the Restricted Stock Units (including any dividend equivalent rights) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, including where Grantee has elected to defer settlement of this Award, settlement of the Restricted Stock Units or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such Restricted Stock Units and any dividend equivalent rights in strict compliance with Section 409A of the Code, including but not limited to delaying, if required, the issuance of Shares contemplated hereunder. Each payment of Restricted Stock Units (and related dividend equivalent rights) constitutes a “separate payment” for purposes of Section 409A of the Code.