Common use of Withholding and Certain Tax Matters Clause in Contracts

Withholding and Certain Tax Matters. The Participant shall pay to the Company, or make provision satisfactory to the Company for payment of any taxes required by law to be withheld with respect to the vesting of the RSUs (including, without limitation, any amount that it is treated as “wages” for FICA/FUTA or Medicare tax purposes on a current basis rather than when distributed). The Administrator may, in its sole discretion, require that a portion of the shares of Common Stock that would have otherwise been delivered to the Participant upon vesting of these RSUs be sold by the Participant or retained by the Company to satisfy tax withholding and payment obligations, or in the case of any taxes due upon vesting and prior to distribution that the number of shares subject to this Award may be reduced to satisfy the tax withholding and payment obligations (but, with respect to any amounts constituting deferred compensation subject to 409A, as determined by the Company in its sole discretion, not in excess of amounts permitted to be accelerated by Section 409A including Treasury Regulation Section 1.409A-3(j)(4)(vi)). Such shares shall be valued at the fair market value on the date of sale if sold, or vesting if retained. The Administrator may, in its sole discretion, require any other federal, state or local taxes imposed on the sale of the shares to be paid by the Participant. In the Administrator’s discretion, such additional tax obligations may be paid in whole or in part in shares of Common Stock, including shares sold upon or retained from the vesting of these RSUs, valued at their fair market value on the date of sale if sold, or of vesting if retained. The Company and its affiliates may, to the extent permitted by law, deduct any tax obligations from any payment of any kind otherwise due to the Participant. The undersigned expressly acknowledges that the Award is intended to comply with Section 409A and shall be construed by the Administrator accordingly. Notwithstanding the preceding, neither the Company, nor any affiliate, nor the Administrator, nor any person acting on behalf of any of them, shall be liable to the Participant by reason of any acceleration of income, or any tax or additional tax, asserted (A) by reason of any failure of the Award or any portion thereof to satisfy the requirements for exemption from, or compliance with, Section 409A (B) by reason of Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). All references to “Section 409A” herein shall be references to Section 409A of the Code, the Treasury Regulations promulgated thereunder and such other guidance as determined by the Company in its sole discretion.

Withholding and Certain Tax Matters. The Participant shall pay to award or vesting of the CompanyShares acquired hereunder, or make provision satisfactory to and the Company for payment of any taxes required by law to be withheld dividends with respect to the vesting of the RSUs such Shares, may give rise to “wages” subject to withholding (including, without limitation, any amount that it is treated as “wages” for FICA/FUTA or Medicare tax purposes on a current basis rather than when distributed). The Administrator mayParticipant agrees to take such steps, in its sole discretionincluding prompt payment of cash to the Company, require as the Company directs to satisfy all tax withholding obligations that a portion may arise with respect this Award or the vesting or subsequent transfer of the Shares granted hereunder, including, if the Administrator so determines, by the delivery of previously acquired Common Stock or shares of Common Stock that would have otherwise been delivered to the Participant upon vesting of these RSUs be sold acquired hereunder or by the Participant or retained by the Company to satisfy tax withholding and of amounts from any payment obligations, or in the case of any taxes due upon vesting and prior to distribution that the number of shares subject to this Award may be reduced to satisfy the tax withholding and payment obligations hereunder (but, with respect to any amounts constituting deferred compensation subject to 409A, as determined by the Company in its sole discretion, not in excess of amounts permitted to be accelerated by Section 409A including Treasury Regulation Section 1.409A-3(j)(4)(vi)). Such shares shall be valued at Any amounts payable hereunder that constitute deferred compensation subject to Section 409A (as determined by the fair market value on the date of sale if sold, or vesting if retained. The Administrator may, Company in its sole discretion) shall only be payable on such events as constitute permissible payment events thereunder and, require any other federalfor this purpose (i) “Disability” and “Disabled” shall mean disability within the meaning of Section 409A of the Code and (ii) “Retire” and “Retirement” shall mean a termination of employment (otherwise meeting such definition as set forth in Section 3) that constitutes a separation from service within the meaning of Section 409A. If a Participant is a “specified employee” (as defined in Section 409A), state or local taxes imposed amounts payable hereunder that constitute deferred compensation subject to Section 409A (as determined by the Company in its sole discretion) and that would (but for this sentence) be payable within six months following such Participant’s separation from service (within the meaning of Section 409A), will be paid on the sale earlier of (i) the shares to be paid by date which is six months and one day after the Participant separates from service (within the meaning of Section 409A) or (ii) the Participant. In the Administrator’s discretion, such additional tax obligations may be paid in whole or in part in shares of Common Stock, including shares sold upon or retained from the vesting of these RSUs, valued at their fair market value on the date of sale if sold, or of vesting if retaineddeath. The Company and its affiliates may, preceding sentence will not apply to any payments that are exempt from or are not subject to the extent permitted by law, deduct any tax obligations from any payment requirements of any kind otherwise due to the Participant. Section 409A. The undersigned expressly acknowledges that the Award is intended to comply with (or be exempt from) Section 409A and shall be construed by the Administrator accordingly. Notwithstanding the preceding, neither the Company, nor any affiliate, nor the Administrator, nor any person acting on behalf of any of them, shall be liable to the Participant by reason of any acceleration of income, or any tax or additional tax, asserted (A) by reason of any failure of the Award or any portion thereof to satisfy the requirements for exemption from, or compliance with, Section 409A 409Aof the Code or (B) by reason of Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). All references to “Section 409A” herein shall be references to Section 409A of the Code, the Treasury Regulations promulgated thereunder and such other guidance as determined by the Company in its sole discretion.. Performance-Based Restricted Stock Grant

Withholding and Certain Tax Matters. The Participant shall pay to award or vesting of the CompanyShares acquired hereunder, or make provision satisfactory to and the Company for payment of any taxes required by law to be withheld dividends with respect to the vesting of the RSUs such Shares, may give rise to “wages” subject to withholding (including, without limitation, any amount that it is treated as “wages” for FICA/FUTA or Medicare tax purposes on a current basis rather than when distributed). The Administrator mayParticipant agrees to take such steps, in its sole discretionincluding prompt payment of cash to the Company, require as the Company directs to satisfy all tax withholding obligations that a portion may arise with respect this Award or the vesting or subsequent transfer of the Shares granted hereunder, including, if the Administrator so determines, by the delivery of previously acquired Common Stock or shares of Common Stock that would have otherwise been delivered to the Participant upon vesting of these RSUs be sold acquired hereunder or by the Participant or retained by the Company to satisfy tax withholding and of amounts from any payment obligations, or in the case of any taxes due upon vesting and prior to distribution that the number of shares subject to this Award may be reduced to satisfy the tax withholding and payment obligations hereunder (but, with respect to any amounts constituting deferred compensation subject to 409A, as determined by the Company in its sole discretion, not in excess of amounts permitted to be accelerated by Section 409A including Treasury Regulation Section 1.409A-3(j)(4)(vi)). Such shares shall be valued at Any amounts payable hereunder that constitute deferred compensation subject to Section 409A (as determined by the fair market value on the date of sale if sold, or vesting if retained. The Administrator may, Company in its sole discretion) shall only be payable on such events as constitute permissible payment events thereunder and, require any other federalfor this purpose (i) “Disability” and “Disabled” shall mean disability within the meaning of Section 409A of the Code and (ii) “Retire” and “Retirement” shall mean a termination of employment (otherwise meeting such definition as set forth in Section 3) that constitutes a separation from service within the meaning of Section 409A. If a Participant is a “specified employee” (as defined in Section 409A), state or local taxes imposed amounts payable hereunder that constitute deferred compensation subject to Section 409A (as determined by the Company in its sole discretion) and that would (but for this sentence) be payable within six months following such Participant’s separation from service (within the meaning of Section 409A), will be paid on the sale earlier of (i) the shares to be paid by date which is six months and one day after the Participant separates from service (within the meaning of Section 409A) or (ii) the Participant. In the Administrator’s discretion, such additional tax obligations may be paid in whole or in part in shares of Common Stock, including shares sold upon or retained from the vesting of these RSUs, valued at their fair market value on the date of sale if sold, or of vesting if retaineddeath. The Company and its affiliates may, preceding sentence will not apply to any payments that are exempt from or are not subject to the extent permitted by law, deduct any tax obligations from any payment requirements of any kind otherwise due to the Participant. Section 409A. The undersigned expressly acknowledges that the Award is intended to comply with (or be exempt from) Section 409A and shall be construed by the Administrator accordingly. Notwithstanding the preceding, neither the Company, nor any affiliate, nor the Administrator, nor any person acting on behalf of any of them, shall be liable to the Participant by reason of any acceleration of income, or any tax or additional tax, asserted (A) by reason of any failure of the Award or any portion thereof to satisfy the requirements for exemption from, or compliance with, Section 409A 409Aof the Code or (B) by reason of Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). All references to “Section 409A” herein shall be references to Section 409A of the Code, the Treasury Regulations promulgated thereunder and such other guidance as determined by the Company in its sole discretion.

Withholding and Certain Tax Matters. The Participant shall pay to award or vesting of the CompanyShares acquired hereunder, or make provision satisfactory to and the Company for payment of any taxes required by law to be withheld dividends with respect to the vesting of the RSUs such Shares, may give rise to “wages” subject to withholding (including, without limitation, any amount that it is treated as “wages” for FICA/FUTA or Medicare tax purposes on a current basis rather than when distributed). The Administrator mayParticipant agrees to take such steps, in its sole discretionincluding prompt payment of cash to the Company, require as the Company directs to satisfy all tax withholding obligations that a portion may arise with respect this Award or the vesting or subsequent transfer of the Shares granted hereunder, including, if the Administrator so determines, by the delivery of previously acquired Common Stock or shares of Common Stock that would have otherwise been delivered to the Participant upon vesting of these RSUs be sold acquired hereunder or by the Participant or retained by the Company to satisfy tax withholding and of amounts from any payment obligations, or in the case of any taxes due upon vesting and prior to distribution that the number of shares subject to this Award may be reduced to satisfy the tax withholding and payment obligations hereunder (but, with respect to any amounts constituting deferred compensation subject to 409A, as determined by the Company in its sole discretion, not in excess of amounts permitted to be accelerated by Section 409A including Treasury Regulation Section 1.409A-3(j)(4)(vi)). Such shares shall be valued at Any amounts payable hereunder that constitute deferred compensation subject to Section 409A (as determined by the fair market value on the date of sale if sold, or vesting if retained. The Administrator may, Company in its sole discretion) shall only be payable on such events as constitute permissible payment events thereunder and, require any other federalfor this purpose (i) “Disability” and “Disabled” shall mean disability within the meaning of Section 409A of the Code and (ii) “Retire” and “Retirement” shall mean a termination of employment (otherwise meeting such definition as set forth in Section 3) that constitutes a separation from service within the meaning of Section 409A. If a Participant is a “specified employee” (as defined in Section 409A), state or local taxes imposed amounts payable hereunder that constitute deferred compensation subject to Section 409A (as determined by the Company in its sole discretion) and that would (but for this sentence) be payable within six months following such Participant’s separation from service (within the meaning of Section 409A), will be paid on the sale earlier of (i) the shares to be paid by date which is six months and one day after the Participant separates from service (within the meaning of Section 409A) or (ii) the Participant. In the Administrator’s discretion, such additional tax obligations may be paid in whole or in part in shares of Common Stock, including shares sold upon or retained from the vesting of these RSUs, valued at their fair market value on the date of sale if sold, or of vesting if retaineddeath. The Company and its affiliates may, preceding sentence will not apply to any payments that are exempt from or are not subject to the extent permitted by law, deduct any tax obligations from any payment requirements of any kind otherwise due to the Participant. Section 409A. The undersigned expressly acknowledges that the Award is intended to comply with (or be exempt from) Section 409A and shall be construed by the Administrator accordingly. Notwithstanding the preceding, neither the Company, nor any affiliate, nor the Administrator, nor any person acting on behalf of any of them, shall be liable to the Participant by reason of any acceleration of income, or any tax or additional tax, asserted (A) by reason of any failure of the Award or any portion thereof to satisfy the requirements for exemption from, or compliance with, Section 409A of the Code or (B) by reason of Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). All references to “Section 409A” herein shall be references to Section 409A of the Code, the Treasury Regulations promulgated thereunder and such other guidance as determined by the Company in its sole discretion.