Common use of Withholding of Tax Clause in Contracts

Withholding of Tax. To the extent that the receipt of the Restricted Stock or the lapse of any Forfeiture Restrictions results in compensation income or wages to the Employee for federal or state income tax purposes, the Employee shall deliver to the Company at the time of such receipt or lapse, as the case may be, such amount of money as the Company may require to meet its obligation under applicable tax laws or regulations. The Employee may elect with respect to this Agreement to surrender or authorize the Company to withhold shares of stock of the Company (valued at their fair market value on the date of surrender or withholding of such shares) to satisfy any tax required to be withheld by reason of compensation income or wages resulting under this Agreement. An election pursuant to the preceding sentence shall be referred to herein as a "Stock Withholding Election" and the Company retains the right to impose conditions on the stock withholding election right. All Stock Withholding Elections shall be made by written notice to the Company at its principal executive office addressed to the attention of the Secretary. If the Employee is not a Section 16 Person, the Employee may revoke such election by delivering to the Secretary written notice of such revocation prior to the date such election is implemented through actual surrender or withholding of shares of stock of the Company (the "Withholding Date"). If the Employee is a Section 16 Person, the Stock Withholding Election must: (i) be irrevocable and made six months prior to the Withholding Date, or (ii) (a) be approved by the Committee, either before or after such election is made, (b) be made, and the Withholding Date occur, during a period beginning on the third business day following the date of release by the Company for publication of quarterly and annual summary statements of sales and earnings and ending on the twelfth business day following such date, and (c) be made more than six months after the effective date of this Agreement. If the Employee fails to pay the required amount to the Company or fails to make a Stock Withholding Election, the Company is authorized to withhold from any cash remuneration (or, if the Employee is not a Section 16 Person, stock remuneration, including withholding any Restricted Stock distributable to the Employee under this Agreement) then or thereafter payable to the Employee any tax required to be withheld by reason of compensation income or wages resulting under this Agreement or the disposition of Restricted Stock acquired under this Agreement.

Withholding of Tax. To the extent that the receipt of the Restricted Stock Award or the lapse of any Forfeiture Restrictions results in compensation income or wages to the Employee for federal or state income tax purposes, the Employee shall deliver to the Company at the time of such receipt or lapse, as the case may be, such amount of money as the Company may require to meet its obligation under applicable tax laws or regulations. The Employee may elect with respect to this Agreement to surrender or authorize the Company to withhold shares of stock of the Company (valued at their fair market value Fair Market Value on the date of surrender or withholding of such shares) to satisfy any tax required to be withheld by reason of compensation income or wages resulting under this Agreement. An election pursuant to the preceding sentence shall be referred to herein as a "“Stock Withholding Election" ” and the Company retains the right to impose conditions on the stock withholding election rightEmployee’s rights regarding any Stock Withholding Election. All Stock Withholding Elections shall be made by written notice to the Company at its principal executive office addressed to the attention of the Secretary. If the Employee is not a Section 16 Person, the Employee may revoke such election by delivering to the Secretary written notice of such revocation prior to the date such election is implemented through actual surrender or withholding of shares of stock of the Company (the "“Withholding Date"”). If the Employee is a Section 16 Person, the Stock Withholding Election must: (ia) be irrevocable and made six months prior to the Withholding Date, or (iib) (ai) be approved by the Committee, either before or after such election is made, (bii) be made, and the Withholding Date occur, during a period beginning on the third business day following the date of release by the Company for publication of quarterly and annual summary statements of sales and earnings and ending on the twelfth business day following such date, and (ciii) be made more than six months after the effective date of this Agreement. If the Employee fails to pay the required amount to the Company or fails to make a Stock Withholding Election, the Company is authorized to withhold from any cash remuneration (or, if the Employee is not a Section 16 Person, stock remuneration, including withholding any Restricted Stock Shares distributable to the Employee under this Agreement) then or thereafter payable to the Employee any tax required to be withheld by reason of compensation income or wages resulting under this Agreement or the disposition of Restricted Stock Shares acquired under this Agreement.

Withholding of Tax. To the extent that the receipt exercise of the Restricted Stock this Option or the lapse disposition of any Forfeiture Restrictions shares of Stock acquired by exercise of this Option results in compensation income or wages to the Employee for federal or state income tax purposes, the Employee shall deliver to the Company at the time of such receipt exercise or lapse, as the case may be, disposition such amount of money as the Company may require to meet its obligation under applicable tax laws or regulations. The Employee may elect with respect to this Agreement Option to surrender or authorize the Company to withhold shares of stock of the Company Stock (valued at their fair market value on the date of surrender or withholding of such shares) to satisfy any tax required to be withheld by reason upon exercise of compensation income or wages resulting under this AgreementOption. An election pursuant to the preceding sentence shall be referred to herein as a "Stock Withholding Election." and the Company retains the right to impose conditions on the stock withholding election right. All Stock Withholding Elections shall be made by written notice to the Company at its principal executive office addressed to the attention of the Secretary. If the Employee is not a Section 16 Person, the Employee may revoke such election by delivering to the Secretary written notice of such revocation prior to the date such election is implemented through actual surrender or withholding of shares of stock of the Company Stock (the "Withholding Date"). If the Employee is a Section 16 Person, the Stock Withholding Election must: (i) be irrevocable and made six months prior to the Withholding Date, or (ii) (a) be approved by the Committee, either before or after such election is made, (b) be made, and the Withholding Date occur, during a period beginning on the third business day following the date of release by the Company for publication of quarterly and annual summary statements of sales and earnings and ending on the twelfth business day following such date, and (c) be made more than six months after the effective date of the grant of this AgreementOption to Employee, or (iii) be made in connection with (a) a delivery to the Company of shares of Stock owned by Employee prior to the exercise of this Option to satisfy the portion of the tax required to be withheld with respect to those shares of Stock received by Employee upon exercise of this Option for which payment of the purchase price was made to the Company in shares of Stock owned by Employee prior to the exercise of this Option pursuant to Paragraph 3 hereof and (b) the exercise of this Option more than six months after the date of grant hereof. If the Employee fails to pay the required amount to the Company or fails to make a Stock Withholding Election, the Company is authorized to withhold from any cash remuneration (or, if the Employee is not a Section 16 Person, stock Stock remuneration, including withholding any Restricted shares of Stock distributable to the Employee under upon exercise of this AgreementOption) then or thereafter payable to the Employee any tax required to be withheld by reason of compensation income or wages resulting under the exercise of this Agreement Option or the disposition of Restricted shares of Stock acquired under by exercise of this AgreementOption.

Withholding of Tax. To the extent that the receipt exercise of the Restricted Stock this Option or the lapse disposition of any Forfeiture Restrictions shares of Stock acquired by exercise of this Option results in compensation income or wages to the Employee Executive for federal federal, state or state income local tax purposes, the Employee Executive shall deliver to the Company at the time of such receipt exercise or lapse, as the case may be, disposition such amount of money as the Company may require to meet its minimum obligation under applicable tax laws or regulations. The Employee Executive may elect with respect to this Agreement Option to surrender or authorize the Company to withhold shares of stock of the Company Stock (valued at their fair market value Fair Market Value on the date of surrender or withholding of such shares) to satisfy any tax required to be withheld by reason upon exercise of compensation income or wages resulting under this AgreementOption. An election pursuant to the preceding sentence shall be referred to herein as a "“Stock Withholding Election" and the Company retains the right to impose conditions on the stock withholding election right. .” All Stock Withholding Elections shall be made by written notice to the Company at its principal executive office addressed to the attention Company’s Corporate Secretary (or such other officer or Executive of the SecretaryCompany as the Company may designate from time to time). If the Employee Executive is not a Section 16 PersonPerson (as hereinafter defined), the Employee Executive may revoke such election by delivering to the Company’s Corporate Secretary (or such other designated officer or Executive) written notice of such revocation prior to the date such election is implemented through actual surrender or withholding of shares of stock of the Company Stock (the "“Withholding Date"”). If the Employee Executive is a Section 16 Person, the Stock Withholding Election must: (ia) be Be irrevocable and made six months prior to the Withholding Date, ; or (iib) (ai) be approved by the Committee, Committee either before or after such election is made, (bii) be made, and the Withholding Date occur, during a period beginning on the third business day following the date of release by the Company for publication of quarterly and annual summary statements of sales and earnings and ending on the twelfth business day following such date, and (ciii) be made more than six months after the effective date of the grant of this Agreement. If the Employee fails Option to pay the required amount Executive; or (c) be made in connection with (i) a delivery to the Company or fails to make a of shares of Stock Withholding Election, the Company is authorized to withhold from any cash remuneration (or, if the Employee is not a Section 16 Person, stock remuneration, including withholding any Restricted Stock distributable owned by Executive prior to the Employee under exercise of this Agreement) then or thereafter payable Option to satisfy the Employee any portion of the tax required to be withheld with respect to those shares of Stock received by reason Executive upon exercise of compensation income or wages resulting under this Agreement or Option for which payment of the disposition purchase price was made to the Company in shares of Restricted Stock acquired under owned by Executive prior to the exercise of this AgreementOption pursuant to Paragraph 3 hereof and (ii) the exercise of this Option more than six months after the date of grant hereof.

Withholding of Tax. a. You understand and agree that the Company has not advised you regarding your income tax liability in connection with the grant or vesting of the RSUs. You understand that you (and not the Company) shall be solely responsible for your own tax liability that may arise as a result of the transactions contemplated by this Agreement. The grant, vesting and settlement of the RSUs shall be subject to all applicable income and employment tax withholdings. The Company may refuse to issue the Shares in settlement of the RSUs to you until you satisfy all applicable tax withholding obligations. You acknowledge that the Company has the right, in its discretion, to deduct and retain without notice from shares issuable upon vesting of the RSUs (or any portion thereof) or, unless otherwise determined by the Administrator, from salary or other amounts payable to you, shares or cash having a value sufficient to satisfy the tax withholding obligations. b. To the extent that the receipt of the Restricted Stock required by applicable federal, state, local or the lapse of any Forfeiture Restrictions results in compensation income or wages to the Employee for federal or state income tax purposesforeign law, the Employee you shall deliver make arrangements satisfactory to the Company at in its sole discretion for the time satisfaction of such receipt or lapse, as the case may be, such amount of money as the Company may require to meet its obligation under applicable any withholding tax laws or regulations. The Employee may elect with respect to this Agreement to surrender or authorize the Company to withhold shares of stock of the Company (valued at their fair market value on the date of surrender or withholding of such shares) to satisfy any tax required to be withheld obligations that arise by reason of compensation income vesting or wages resulting under this Agreementsettlement of the RSUs or disposition of shares issued as a result of such settlement. An election By accepting the RSU Grant, you agree that, unless and to the extent you have otherwise satisfied your tax withholding obligations in a manner permitted or required by the Administrator pursuant to the preceding sentence shall be referred to herein as a "Stock Withholding Election" and the Company retains the right to impose conditions on the stock withholding election right. All Stock Withholding Elections shall be made by written notice to the Company at its principal executive office addressed to the attention of the Secretary. If the Employee is not a Section 16 Person, the Employee may revoke such election by delivering to the Secretary written notice of such revocation prior to the date such election is implemented through actual surrender or withholding of shares of stock of the Company (the "Withholding Date"). If the Employee is a Section 16 Person, the Stock Withholding Election must: (i) be irrevocable and made six months prior to the Withholding Date, or (ii) (a) be approved by the Committee, either before or after such election is made, (b) be made, and the Withholding Date occur, during a period beginning on the third business day following the date of release by the Company for publication of quarterly and annual summary statements of sales and earnings and ending on the twelfth business day following such date, and (c) be made more than six months after the effective date of this Agreement. If the Employee fails to pay the required amount to the Company or fails to make a Stock Withholding ElectionPlan, the Company is authorized (but not required) to withhold deduct and retain without notice from any cash remuneration the Shares in respect of settlement of the RSUs the whole number of shares (rounding down) having a Fair Market Value on the vesting date or, if not a trading day, the Employee first trading day before the vesting date (as determined by the Company consistent with any applicable tax requirements) sufficient to satisfy the applicable Tax Withholding Obligation. If the withheld shares are not sufficient to satisfy your Tax Withholding Obligation, you agree to pay to the Company as soon as practicable, by cash or check or, unless otherwise determined by the Administrator, deducted from salary or other amounts payable to you, any amount of the Tax Withholding Obligation that is not a satisfied by the withholding of shares of Common Stock described above. Furthermore, the Company shall have the right to deduct and withhold any such applicable taxes from, or in respect of, any dividends or other distributions paid on or in respect of the Common Stock comprising the Shares following settlement of the RSUs. c. You are ultimately liable and responsible for all taxes owed by you in connection with the RSUs, regardless of any action the Company takes or any transaction pursuant to this Section 16 Person, stock remuneration, including withholding any Restricted Stock distributable 14 with respect to the Employee under this Agreement) then or thereafter payable to the Employee any tax required to be withheld by reason withholding obligations that arise in connection with the RSUs. The Company makes no representation or undertaking regarding the treatment of compensation income any tax withholding in connection with the grant, issuance, vesting or wages resulting under this Agreement settlement of the RSUs or the disposition subsequent sale of Restricted any of the shares of Common Stock acquired issued in settlement of the RSUs. The Company does not commit and is under this Agreementno obligation to structure the RSUs to reduce or eliminate your tax liability.

Withholding of Tax. To the extent that the receipt of the Restricted Stock Shares or the lapse of any Forfeiture Restrictions results in compensation income or wages to the Employee for federal or state income tax purposes, the Employee shall deliver to the Company at the time of such receipt or lapse, as the case may be, such amount of money as the Company may require to meet its obligation under applicable tax laws or regulations. The Employee may elect with respect to this Agreement to surrender or authorize the Company to withhold shares of stock of the Company (valued at their fair market value Fair Market Value on the date of surrender or withholding of such shares) to satisfy any tax required to be withheld by reason of compensation income or wages resulting under this Agreement. An election pursuant to the preceding sentence shall be referred to herein as a "“Stock Withholding Election" ” and the Company retains the right to impose conditions on the stock withholding election rightEmployee’s rights regarding any Stock Withholding Election. All Stock Withholding Elections shall be made by written notice to the Company at its principal executive office addressed to the attention of the Secretary. If the Employee is not a Section 16 Person, the Employee may revoke such election by delivering to the Secretary written notice of such revocation prior to the date such election is implemented through actual surrender or withholding of shares of stock of the Company (the "“Withholding Date"”). If the Employee is a Section 16 Person, the Stock Withholding Election must: (ia) be irrevocable and made six months prior to the Withholding Date, or (iib) (ai) be approved by the Committee, either before or after such election is made, (bii) be made, and the Withholding Date occur, during a period beginning on the third business day following the date of release by the Company for publication of quarterly and annual summary statements of sales and earnings and ending on the twelfth business day following such date, and (ciii) be made more than six months after the effective date of this Agreement. If the Employee fails to pay the required amount to the Company or fails to make a Stock Withholding Election, the Company is authorized to withhold from any cash remuneration (or, if the Employee is not a Section 16 Person, stock remuneration, including withholding any Restricted Stock Shares distributable to the Employee under this Agreement) then or thereafter payable to the Employee any tax required to be withheld by reason of compensation income or wages resulting under this Agreement or the disposition of Restricted Stock Shares acquired under this Agreement.

Withholding of Tax. To the extent that the receipt exercise of the Restricted Stock this Option or the lapse disposition of any Forfeiture Restrictions shares of Stock acquired by exercise of this Option results in compensation income or wages to the Employee for federal federal, state or state income local tax purposes, the Employee shall deliver to the Company at the time of such receipt exercise or lapse, as the case may be, disposition such amount of money as the Company may require to meet its minimum obligation under applicable tax laws or regulations. The Employee may elect with respect to this Agreement Option to surrender or authorize the Company to withhold shares of stock of the Company Stock (valued at their fair market value Fair Market Value on the date of surrender or withholding of such shares) to satisfy any tax required to be withheld by reason upon exercise of compensation income or wages resulting under this AgreementOption. An election pursuant to the preceding sentence shall be referred to herein as a "“Stock Withholding Election" and the Company retains the right to impose conditions on the stock withholding election right. .” All Stock Withholding Elections shall be made by written notice to the Company at its principal executive office addressed to the attention Company’s Corporate Secretary (or such other officer or employee of the SecretaryCompany as the Company may designate from time to time). If the Employee is not a Section 16 PersonPerson (as hereinafter defined), the Employee may revoke such election by delivering to the Company’s Corporate Secretary (or such other designated officer or employee) written notice of such revocation prior to the date such election is implemented through actual surrender or withholding of shares of stock of the Company Stock (the "“Withholding Date"”). If the Employee is a Section 16 Person, the Stock Withholding Election must: (ia) be irrevocable and made six months prior to the Withholding Date, ; or (iib) (ai) be approved by the Committee, Committee either before or after such election is made, (bii) be made, and the Withholding Date occur, during a period beginning on the third business day following the date of release by the Company for publication of quarterly and annual summary statements of sales and earnings and ending on the twelfth business day following such date, and (ciii) be made more than six months after the effective date of the grant of this AgreementOption to Employee; or (c) be made in connection with (i) a delivery to the Company of shares of Stock owned by Employee prior to the exercise of this Option to satisfy the portion of the tax required to be withheld with respect to those shares of Stock received by Employee upon exercise of this Option for which payment of the purchase price was made to the Company in shares of Stock owned by Employee prior to the exercise of this Option pursuant to Paragraph 3 hereof and (ii) the exercise of this Option more than six months after the date of grant hereof. If the Employee fails to pay the required amount to the Company or fails to make a Stock Withholding Election, the Company is authorized to withhold from any cash remuneration (or, if the Employee is not a Section 16 Person, stock Stock remuneration, including withholding any Restricted shares of Stock distributable to the Employee under upon exercise of this AgreementOption) then or thereafter payable to the Employee any tax required to be withheld by reason of compensation income or wages resulting under this Agreement or the disposition of Restricted Stock acquired under this Agreement.thereafter

Withholding of Tax. To the extent that the receipt exercise of the Restricted Stock this Option or the lapse disposition of any Forfeiture Restrictions shares of Stock acquired by exercise of this Option results in employment income, compensation income or wages to the Employee for federal federal, state, provincial or state income local tax purposes, the Employee shall deliver to the Company at the time of such receipt exercise or lapse, as the case may be, disposition such amount of money as the Company may require to meet ensure it can comply with its obligation withholding obligations under applicable tax laws or regulations. The Employee may elect with respect to this Agreement Option to surrender or authorize the Company to withhold shares of stock Stock otherwise issuable on the exercise of the Company Option (valued at their fair market value Fair Market Value on the date of surrender or withholding exercise of such sharesthe Option) to satisfy any tax required to be withheld by reason upon exercise of compensation income or wages resulting under this AgreementOption. An election pursuant to the preceding sentence shall be referred to herein as a "“Stock Withholding Election" and the Company retains the right to impose conditions on the stock withholding election right. .” All Stock Withholding Elections shall be made by written notice to the Company at its principal executive office addressed to the attention Company’s Corporate Secretary (or such other officer or employee of the SecretaryCompany as the Company may designate from time to time). If the Employee is not a Section 16 PersonPerson (as hereinafter defined), the Employee may revoke such election by delivering to the Company’s Corporate Secretary (or such other designated officer or employee) written notice of such revocation prior to the date such election is implemented through actual surrender or withholding of shares of stock of the Company Stock (the "“Withholding Date"”). If the Employee is a Section 16 Person, the Stock Withholding Election must: (ia) be irrevocable and made six months prior to the Withholding Date, ; or (iib) (ai) be approved by the Committee, Committee either before or after such election is made, (bii) be made, and the Withholding Date occur, during a period beginning on the third business day following the date of release by the Company for publication of quarterly and annual summary statements of sales and earnings and ending on the twelfth business day following such date, and (ciii) be made more than six months after the effective date of the grant of this Agreement. If the Employee fails Option to pay the required amount to the Company or fails to make a Stock Withholding Election, the Company is authorized to withhold from any cash remuneration (or, if the Employee is not a Section 16 Person, stock remuneration, including withholding any Restricted Stock distributable to the Employee under this Agreement) then or thereafter payable to the Employee any tax required to be withheld by reason of compensation income or wages resulting under this Agreement or the disposition of Restricted Stock acquired under this AgreementEmployee.

Withholding of Tax. To the extent that the receipt exercise of the Restricted Stock this Option or the lapse disposition of any Forfeiture Restrictions shares of Stock acquired by exercise of this Option results in compensation income or wages to the Employee for federal federal, state or state income local tax purposes, the Employee shall deliver to the Company at the time of such receipt exercise or lapse, as the case may be, disposition such amount of money as the Company may require to meet its minimum obligation under applicable tax laws or regulations. The Employee may elect with respect to this Agreement Option to surrender or authorize the Company to withhold shares of stock of the Company Stock (valued at their fair market value Fair Market Value on the date of surrender or withholding of such shares) to satisfy any tax required to be withheld by reason upon exercise of compensation income or wages resulting under this AgreementOption. An election pursuant to the preceding sentence shall be referred to herein as a "“Stock Withholding Election" and the Company retains the right to impose conditions on the stock withholding election right. .” All Stock Withholding Elections shall be made by written notice to the Company at its principal executive office addressed to the attention Company’s Corporate Secretary (or such other officer or employee of the SecretaryCompany as the Company may designate from time to time). If the Employee is not a Section 16 PersonPerson (as hereinafter defined), the Employee may revoke such election by delivering to the Company’s Corporate Secretary (or such other designated officer or employee) written notice of such revocation prior to the date such election is implemented through actual surrender or withholding of shares of stock of the Company Stock (the "“Withholding Date"”). If the Employee is a Section 16 Person, the Stock Withholding Election must: (ia) be irrevocable and made six months prior to the Withholding Date, ; or (iib) (ai) be approved by the Committee, Committee either before or after such election is made, (bii) be made, and the Withholding Date occur, during a period beginning on the third business day following the date of release by the Company for publication of quarterly and annual summary statements of sales and earnings and ending on the twelfth business day following such date, and (ciii) be made more than six months after the effective date of the grant of this AgreementOption to Employee; or (c) be made in connection with (i) a delivery to the Company of shares of Stock owned by Employee prior to the exercise of this Option to satisfy the portion of the tax required to be withheld with respect to those shares of Stock received by Employee upon exercise of this Option for which payment of the purchase price was made to the Company in shares of Stock owned by Employee prior to the exercise of this Option pursuant to Paragraph 3 hereof and (ii) the exercise of this Option more than six months after the date of grant hereof. If the Employee fails to pay the required amount to the Company or fails to make a Stock Withholding Election, the Company is authorized to withhold from any cash remuneration (or, if the Employee is not a Section 16 Person, stock Stock remuneration, including withholding any Restricted shares of Stock distributable to the Employee under upon exercise of this AgreementOption) then or thereafter payable to the Employee any tax required to be withheld by reason of compensation income or wages resulting under the exercise of this Agreement Option or the disposition of Restricted shares of Stock acquired under by exercise of this Agreement.Option. For purposes of this

Withholding of Tax. To the extent that the receipt exercise of the Restricted Stock this Option or the lapse disposition of any Forfeiture Restrictions shares of Stock acquired by exercise of this Option results in compensation income or wages to the Employee Executive for federal federal, state or state income local tax purposes, the Employee Executive shall deliver to the Company at the time of such receipt exercise or lapse, as the case may be, disposition such amount of money as the Company may require to meet its minimum obligation under applicable tax laws or regulations. The Employee Executive may elect with respect to this Agreement Option to surrender or authorize the Company to withhold shares of stock of the Company Stock (valued at their fair market value Fair Market Value on the date of surrender or withholding of such shares) to satisfy any tax required to be withheld by reason upon exercise of compensation income or wages resulting under this AgreementOption. An election pursuant to the preceding sentence shall be referred to herein as a "“Stock Withholding Election" and the Company retains the right to impose conditions on the stock withholding election right. .” All Stock Withholding Elections shall be made by written notice to the Company at its principal executive office addressed to the attention Company’s Corporate Secretary (or such other officer or Executive of the SecretaryCompany as the Company may designate from time to time). If the Employee Executive is not a Section 16 PersonPerson (as hereinafter defined), the Employee Executive may revoke such election by delivering to the Company’s Corporate Secretary (or such other designated officer or Executive) written notice of such revocation prior to the date such election is implemented through actual surrender or withholding of shares of stock of the Company Stock (the "“Withholding Date"”). If the Employee Executive is a Section 16 Person, the Stock Withholding Election must: (ia) be irrevocable and made six months prior to the Withholding Date, ; or (iib) (ai) be approved by the Committee, Committee either before or after such election is made, (bii) be made, and the Withholding Date occur, during a period beginning on the third business day following the date of release by the Company for publication of quarterly and annual summary statements of sales and earnings and ending on the twelfth business day following such date, and (ciii) be made more than six months after the effective date of the grant of this Agreement. If the Employee fails Option to pay the required amount Executive; or (c) be made in connection with (i) a delivery to the Company or fails to make a of shares of Stock Withholding Election, the Company is authorized to withhold from any cash remuneration (or, if the Employee is not a Section 16 Person, stock remuneration, including withholding any Restricted Stock distributable owned by Executive prior to the Employee under exercise of this Agreement) then or thereafter payable Option to satisfy the Employee any portion of the tax required to be withheld with respect to those shares of Stock received by reason Executive upon exercise of compensation income or wages resulting under this Agreement or Option for which payment of the disposition purchase price was made to the Company in shares of Restricted Stock acquired under owned by Executive prior to the exercise of this AgreementOption pursuant to Paragraph 3 hereof and (ii) the exercise of this Option more than six months after the date of grant hereof.

Withholding of Tax. To the extent that the receipt of the Restricted Stock Shares or the lapse of any Forfeiture Restrictions results in compensation income or wages to the Employee for federal or state income tax purposes, the Employee shall deliver to the Company at the time of such receipt or lapse, as the case may be, such amount of money as the Company may require to meet its obligation under applicable tax laws or regulations. The Employee may elect with respect to this Agreement to surrender or authorize the Company to withhold shares of stock of the Company (valued at their fair market value on the date of surrender or withholding of such shares) to satisfy any tax required to be withheld by reason of compensation income or wages resulting under this Agreement. An election pursuant to the preceding sentence shall be referred to herein as a "Stock Withholding Election." and the Company retains the right to impose conditions on the stock withholding election right. All Stock Withholding Elections shall be made by written notice to the Company at its principal executive office addressed to the attention of the Secretary. If the Employee is not a Section 16 Person, the Employee may revoke such election by delivering to the Secretary written notice of such revocation prior to the date such election is implemented through actual surrender or withholding of shares of stock of the Company company (the "Withholding Date"). If the Employee is a Section 16 Person, the Stock Withholding Election must: (i) be irrevocable and made six months prior to the Withholding Date, or (ii) (a) be approved by the CommitteeBoard, either before or after such election is made, (b) be made, and the Withholding Date occur, during a period beginning on the third business day following the date of release by the Company for publication of quarterly and annual summary statements of sales and earnings and ending on the twelfth business day following such date, and (c) be made more than six months after the effective date of this Agreement. If the Employee fails to pay the required amount to the Company or fails to make a Stock Withholding Election, the Company is authorized to withhold from any cash remuneration (or, if the Employee is not a Section 16 Person, stock remuneration, including withholding any Restricted Stock Shares distributable to the Employee under this Agreement) then or thereafter payable to the Employee any tax required to be withheld by reason of compensation income or wages resulting under this Agreement or the disposition of Restricted Stock Shares acquired under this Agreement.

Withholding of Tax. To the extent that the receipt of the Restricted Common Stock or the lapse of any Forfeiture Restrictions results in compensation income or wages to the Employee for federal or state income tax purposes, the Employee shall deliver to the Company at the time of such receipt or lapse, as the case may be, such amount of money as the Company may require to meet its obligation under applicable tax laws or regulations. The Employee may elect with respect to this Agreement to surrender or authorize the Company to withhold shares of stock of the Company (valued at their fair market value on the date of surrender or withholding of such shares) to satisfy any tax required to be withheld by reason of compensation income or wages resulting under this Agreement. An election pursuant to the preceding sentence shall be referred to herein as a "“Stock Withholding Election" and the Company retains the right to impose conditions on the stock withholding election right. .” All Stock Withholding Elections shall be made by written notice to the Company at its principal executive office addressed to the attention of the SecretaryHuman Resources Department, Stock Plan Administrator. If the Employee is not a reporting person under Section 16 of the Securities Exchange Act of 1934, as amended (a “Section 16 Person”), the Employee may revoke such election by delivering to the Secretary Human Resources Department, Stock Plan Administrator written notice of such revocation prior to the date such election is implemented through actual surrender or withholding of shares of stock of the Company (the "“Withholding Date"”). If the Employee is a Section 16 Person, the Stock Withholding Election must: (i) be irrevocable and made six months prior to the Withholding Date, or (ii) (a) be approved by the Committee, either before or after such election is made, (b) be made, and the Withholding Date occur, during a period beginning on the third business day following the date of release by the Company for publication of quarterly and annual summary statements of sales and earnings and ending on the twelfth business day following such date, and (c) be made more than six months after the effective date of this Agreement. If the Employee fails to pay the required amount to the Company or fails to make a Stock Withholding Election, the Company is authorized to withhold from any cash remuneration (or, if the Employee is not a Section 16 Person, stock remuneration, including withholding any Restricted Stock Shares distributable to the Employee under this Agreement) then or thereafter payable to the Employee any tax required to be withheld by reason of compensation income or wages resulting under this Agreement or the disposition of Restricted Common Stock acquired under this Agreement.

Withholding of Tax. To the extent that the receipt exercise of the Restricted Stock this Option or the lapse disposition of any Forfeiture Restrictions shares of Stock acquired by exercise of this Option results in compensation income or wages to the Employee for federal federal, state or state income local tax purposes, the Employee shall deliver to the Company at the time of such receipt exercise or lapse, as the case may be, disposition such amount of money as the Company may require to meet its obligation under applicable tax laws or regulations. The Employee may elect with respect to this Agreement Option to surrender or authorize the Company to withhold shares of stock of the Company Stock (valued at their fair market value on the date of surrender or withholding of such shares) to satisfy any tax required to be withheld by reason upon exercise of compensation income or wages resulting under this AgreementOption. An election pursuant to the preceding sentence shall be referred to herein as a "Stock Withholding Election." and the Company retains the right to impose conditions on the stock withholding election right. All Stock Withholding Elections shall be made by written notice to the Company at its principal executive office addressed to the attention of the Secretary. If the Employee is not a Section 16 Person, the Employee may revoke such election by delivering to the Secretary written notice of such revocation prior to the date such election is implemented through actual surrender or withholding of shares of stock of the Company Stock (the "Withholding Date"). If the Employee is a Section 16 Person, the Stock Withholding Election must: (ia) be irrevocable and made six months prior to the Withholding Date, ; or (iib) (ai) be approved by the Committee, either before or after such election is made, (bii) be made, and the Withholding Date occur, during a period beginning on the third business day following the date of release by the Company for publication of quarterly and annual summary statements of sales and earnings and ending on the twelfth business day following such date, and (ciii) be made more than six months after the effective date of the grant of this AgreementOption to Employee; or (c) be made in connection with (i) a delivery to the Company of shares of Stock owned by Employee prior to the exercise of this Option to satisfy the portion of the tax required to be withheld with respect to those shares of Stock received by Employee upon exercise of this Option for which payment of the purchase price was made to the Company in shares of Stock owned by Employee prior to the exercise of this Option pursuant to Paragraph 3 hereof and (ii) the exercise of this Option more than six months after the date of grant hereof. If the Employee fails to pay the required amount to the Company or fails to make a Stock Withholding Election, the Company is authorized to withhold from any cash remuneration (or, if the Employee is not a Section 16 Person, stock Stock remuneration, including withholding any Restricted shares of Stock distributable to the Employee under upon exercise of this AgreementOption) then or thereafter payable to the Employee any tax required to be withheld by reason of compensation income or wages resulting under the exercise of this Agreement Option or the disposition of Restricted shares of Stock acquired under by exercise of this AgreementOption.

Withholding of Tax. To the extent that the receipt of the Restricted Stock Shares or the lapse of any Forfeiture Restrictions results in compensation income or wages to the Employee for federal or state income tax purposes, the Employee shall deliver to the Company at the time of such receipt or lapse, as the case may be, such amount of money as the Company may require to meet its obligation under applicable tax laws or regulations. The Employee may elect with respect to this Agreement to surrender or authorize the Company to withhold shares of stock of the Company (valued at their fair market value on the date of surrender or withholding of such shares) to satisfy any tax required to be withheld by reason of compensation income or wages resulting under this Agreement. An election pursuant to the preceding sentence shall be referred to herein as a "Stock Withholding Election." and the Company retains the right to impose conditions on the stock withholding election right. All Stock Withholding Elections shall be made by written notice to the Company at its principal executive office addressed to the attention of the Secretary. If the Employee is not a Section 16 Person, the Employee may revoke such election by delivering to the Secretary written notice of such revocation prior to the date such election is implemented through actual surrender or withholding of shares of stock of the Company (the "Withholding Date"). If the Employee is a Section 16 Person, the Stock Withholding Election must: (i) be irrevocable and made six months prior to the Withholding Date, or (ii) (a) be approved by the CommitteeBoard, either before or after such election is made, (b) be made, and the Withholding Date occur, during a period beginning on the third business day following the date of release by the Company for publication of quarterly and annual summary statements of sales and earnings and ending on the twelfth business day following such date, and (c) be made more than six months after the effective date of this Agreement. If the Employee fails to pay the required amount to the Company or fails to make a Stock Withholding Election, the Company is authorized to withhold from any cash remuneration (or, if the Employee is not a Section 16 Person, stock remuneration, including withholding any Restricted Stock Shares distributable to the Employee under this Agreement) then or thereafter payable to the Employee any tax required to be withheld by reason of compensation income or wages resulting under this Agreement or the disposition of Restricted Stock Shares acquired under this Agreement.