Common use of Withholding of Taxes Clause in Contracts

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition 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, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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 employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Participant. 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, 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 Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will of Restricted Stock may be issued released from the escrow established pursuant to Section 2, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares, if any. In addition 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, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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 employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Sections 3 or 4 (or Section 14 of the Plan), Participant will permanently forfeit such Shares and the Shares will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesRestricted Stock Units, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares Restricted Stock Units award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesPSUs, the Company (or the employing Subsidiary) will may withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares PSU award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Section 1.10.

Withholding of Taxes. When Shares are issued as payment (a) The Grantee shall be liable for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay any and all federal, state, local and foreign incomeor non-US taxes applicable to the Grantee, including, without limitation, withholding taxes, social insurancesecurity/national insurance contributions and employment taxes, employment and any other applicable taxes arising out of this grant of Performance Shares, the issuance of Common Shares as payment for earned Performance Shares hereunder or the payment of cash for earned Performance Shares. In the event that the Corporation or the Grantee’s employer (the “Employer”) is required to be withheld by withhold taxes as a result of the Company grant of the Performance Shares, the issuance of Common Shares as payment for earned Performance Shares or the employing Subsidiary with respect to the payment of cash for earned Performance Shares, unless the CompanyGrantee shall at the election of the Corporation, in its sole discretion, either requires or otherwise permits (i) surrender a sufficient number of whole Common Shares, having a Market Value per Share on the Employee to make alternate arrangements satisfactory date such Performance Shares become taxable equal to the Company amount of such taxes, or (ii) make a cash payment, as necessary to cover all applicable required withholding taxes and required social security/national insurance contributions on the date such Performance Shares become taxable, unless the Corporation, in its sole discretion, has established alternative procedures for such withholdings payment. If the number of shares required to cover all applicable withholding taxes and required social security/national insurance contributions includes a fractional share, then Grantee shall deliver cash in advance lieu of such fractional share. All matters with respect to the arising total amount to be withheld shall be determined by the Corporation in its sole discretion. (b) Regardless of any action the Corporation or the Grantee’s Employer takes with respect to any or all income tax, social security/national insurance, payroll tax, payment on account or other tax-related withholding obligations(“Tax-Related Items”), the Grantee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by him is and remains the Grantee’s responsibility and that the Corporation and or the Employer (i) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this grant of Performance Shares, including the grant of Performance Shares, the issuance of Common Shares as payment for earned Performance Shares, the payment of cash for earned Performance Shares or the subsequent sale of any Common Shares issued hereunder and receipt of any dividends; and (ii) do not commit to structure the terms or any aspect of this grant of Performance Shares to reduce or eliminate the Grantee’s liability for Tax-Related Items. The number Grantee shall pay the Corporation or the Employer any amount of Shares withheld pursuant Tax-Related Items that the Corporation or the Employer may be required to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation withhold as a result of such rounding. Notwithstanding any contrary provision the Grantee’s participation in the Plan or the Grantee’s grant of this AgreementPerformance Shares, no the Common Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to payment for earned Performance Shares or the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations for earned Performance Shares that the Company determines cannot be satisfied through by the withholding means previously described above in Section 7(a). The Corporation may refuse to issue Common Shares as payment of otherwise deliverable Shares. All income and other taxes related to the earned Performance Shares award and any Shares delivered related thereto if the Grantee fails to comply with the Grantee’s obligations in payment thereof are connection with the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Tax-Related Items.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will of Restricted Stock may be issued released from the escrow established pursuant to Section 2, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition 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, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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 employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Shares and the Shares will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to the Participant, unless and until satisfactory arrangements (as determined by the CompanyBoard) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Sharesshares so issuable. In addition The Board, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by one or more of the following: (a) paying cash, (b) electing to have the Company withhold otherwise deliverable shares of Common Stock having a Fair Market Value equal to the maximum extent permitted by lawminimum amount required to be withheld, (c) delivering to the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable already vested and owned shares of Common Stock having a Fair Market Value equal to the Employeeamount required to be withheld, cash having or (d) selling a sufficient value number of such shares of Common Stock otherwise deliverable to satisfy 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. If the Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations that hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, the Participant will permanently forfeit such Shares and the Shares will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesRestricted Stock Units, the Company (or the employing Subsidiary) will may withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares Restricted Stock Units award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph Section 9.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the The Company (or the employing Subsidiary) will withhold a portion of the Shares payment due with respect to vested Restricted Stock Units that have has an aggregate market value sufficient to pay the federal, state, and local and foreign income, social insuranceemployment, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the SharesCompany, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares payment will be issued made to the Employee (or his or her beneficiary or estate) for Restricted Stock Units unless and until satisfactory arrangements (as determined by the CompanyCommittee) have been made by the Employee with respect to the payment of any income and other taxes which that the Company determines must be withheld or collected with respect to such Sharesthe Employee’s vested Restricted Stock Units. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares this Restricted Stock Unit award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Section 8.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will of Restricted Stock may be issued released from the escrow established pursuant to Section 5, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition 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, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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 employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Shares and the Shares will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When the Shares are issued as payment for vested Performance Shares, the Employee will recognize immediate U.S. taxable income if the Employee is a U.S. taxpayer. If the Employee is a non-U.S. taxpayer, the Employee will be subject to applicable taxes in his or her jurisdiction. The Company (or the employing Subsidiary) will withhold a portion of the vested Performance Shares that have an aggregate market value sufficient to pay the minimum federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company Company. No fractional Shares will be withheld or the employing Subsidiary with respect issued pursuant to the Shares, unless grant of Performance Shares and the issuance of Shares thereunder; any additional withholding necessary for this reason will be done by the Company through the Employee’s paycheck. The Company, in its sole discretion, either requires or otherwise permits may, and with respect to its executive officers (as determined by the Company) will, withhold an amount equal to two (2) times the fair market value of a Share from the last paycheck due to the Employee to make alternate arrangements satisfactory prior to the Company for such withholdings in advance vesting of the arising Performance Shares. In the event that the cash amounts withheld by the Company exceed the withholding taxes that are due after the automatic withholding of any whole Shares, the Company will reimburse the Employee for the excess amounts. In the event the withholding obligations. The number requirements are not satisfied through the withholding of Shares withheld pursuant (or, through the Employee’s paycheck, as indicated above), no payment will be made to the prior sentence will be rounded up to the nearest whole Share, with no refund Employee (or his or her estate) for any value of the Performance Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the CompanyAdministrator) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Performance Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this awardAward, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 98.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will shall withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will shall be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 98.

Withholding of Taxes. When the Shares are issued as payment for vested Performance SharesPSUs, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee may be subject to applicable taxes in his or her jurisdiction. The Company (or the employing Parent or Subsidiary) will withhold a portion of the Shares otherwise issuable in payment for vested PSUs that have an aggregate market value sufficient to pay the minimum federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company (or the employing Subsidiary Parent or Subsidiary) with respect to the Shares, unless . No fractional Shares will be withheld or issued pursuant to the Companygrant of PSUs and the issuance of Shares thereunder. The Company (or the employing Parent or Subsidiary) may instead, in its sole discretion, either requires or otherwise permits withhold an amount necessary to pay the Employee to make alternate arrangements satisfactory to applicable taxes from the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole ShareGrantee’s paycheck, with no refund for any value withholding of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares withheld in excess of (or, through the tax obligation Grantee’s paycheck, as a result of such rounding. Notwithstanding any contrary provision of this Agreementindicated above), no Shares payment will be issued made to the Grantee (or his or her estate) for PSUs unless and until satisfactory arrangements (as determined by the CompanyCommittee) have been made by the Employee Grantee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such SharesPSUs. In addition and to the maximum extent permitted by lawBy accepting this Award, the Company (or the employing Subsidiary) has the right Grantee expressly consents to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable SharesShares and to any cash or Share withholding as provided for in this paragraph 9. All income and other taxes related to the Performance Shares Stock Unit award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Grantee.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will of Restricted Stock may be issued released from the escrow established pursuant to Section 2, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition 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, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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 employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Sections 3 or 5, Participant will permanently forfeit such Shares and the Shares will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesRestricted Stock Units, the Company (or the employing Subsidiary) will may withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares Restricted Stock Units award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Section 1.10.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesThe Company or any Subsidiary shall have the authority and the right to deduct or withhold from an amount paid in cash, or require the Company (or Holder to remit to the employing Subsidiary) will withhold a portion of the Shares that have Company, an aggregate market value amount paid in cash sufficient to pay satisfy any applicable federal, state, local and foreign income, social insurancetaxes (including the Holder’s FICA, employment and tax or other social security contribution obligation or any other applicable taxes employer’s national insurance contributions) required by law to be withheld by the Company or the employing Subsidiary with respect to any taxable event concerning the Shares, unless Holder arising as a result of the CompanyPlan or this Agreement. The Committee, in its sole discretion, either requires or otherwise permits may require payment by the Employee to make alternate arrangements satisfactory Holder of an amount that is equal to the sum of all employment and other taxes, insurance premiums and other amounts imposed by any and all applicable tax authorities on the Company for such withholdings or any Subsidiary or Affiliate with respect to any amounts payable to, or earned by, the Holder in advance respect of the arising of any withholding obligationsRestricted Shares. The Committee, in its sole discretion and in satisfaction of the foregoing requirement, may (i) repurchase or allow the Holder to elect to have the Company repurchase Shares otherwise issuable hereunder or (ii) cause the sale of a sufficient number of Shares withheld pursuant on behalf of the Holder to realize sale proceeds equivalent to the prior sentence will be rounded up applicable tax liabilities and remit such amount to or at the nearest whole Share, with no refund for any value direction of the Shares withheld Holder’s employer or the Committee in excess of the tax obligation as a result satisfaction of such roundingtax liabilities. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as Unless otherwise determined by the Company) have been made by Committee, the Employee with respect number of Shares which may be so repurchased or sold on behalf of the Holder shall be limited to the payment number of any Shares which have a fair market value on the date of repurchase or sale (as the case may be) necessary to pay the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and other taxes which the Company determines must be withheld or collected with respect payroll tax purposes that are applicable to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9supplemental taxable income.

Withholding of Taxes. When Shares are issued as payment (a) The Grantee shall be liable for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay any and all federal, state, local and foreign incomeor non-US taxes applicable to the Grantee, including, without limitation, withholding taxes, social insurancesecurity/national insurance contributions and employment taxes, employment and any other applicable taxes arising out of this grant of Performance Shares, the issuance of Common Shares as payment for earned Performance Shares hereunder or the payment of cash for earned Performance Shares. In the event that the Corporation or the Grantee’s employer (the “Employer”) is required to be withheld by withhold taxes as a result of the Company grant of the Performance Shares, the issuance of Common Shares as payment for earned Performance Shares or the employing Subsidiary with respect to the payment of cash for earned Performance Shares, unless the CompanyGrantee shall at the election of the Corporation, in its sole discretion, either requires or otherwise permits (i) surrender a sufficient number of whole Common Shares, having a Market Value per Share on the Employee to make alternate arrangements satisfactory date such Performance Shares become taxable equal to the Company amount of such taxes, or (ii) make a cash payment, as necessary to cover all applicable required withholding taxes and required social security/national insurance contributions on the date such Performance Shares become taxable, unless the Corporation, in its sole discretion, has established alternative procedures for such withholdings payment. If the number of shares required to cover all applicable withholding taxes and required social security/national insurance contributions includes a fractional share, then Grantee shall deliver cash in advance lieu of such fractional share. All matters with respect to the arising total amount to be withheld shall be determined by the Corporation in its sole discretion. (b) Regardless of any action the Corporation or the Grantee’s Employer takes with respect to any or all income tax, social security/national insurance, payroll tax, payment on account or other tax-related withholding obligations(“Tax-Related Items”), the Grantee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by him is and remains the Grantee’s responsibility and that the Corporation and or the Employer (i) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this grant of Performance Shares, including the grant of Performance Shares, the issuance of Common Shares as payment for earned Performance Shares, the payment of cash for earned Performance Shares or the subsequent sale of any Common Shares issued hereunder and receipt of any dividends; and (ii) do not commit to structure the terms or any aspect of this grant of Performance Shares to reduce or eliminate the Grantee’s liability for Tax-Related Items. The number Grantee shall pay the Corporation or the Employer any amount of Shares withheld pursuant Tax-Related Items that the Corporation or the Employer may be required to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation withhold as a result of such rounding. Notwithstanding any contrary provision the Grantee’s participation in the Plan or the Grantee’s grant of this AgreementPerformance Shares, no the Common Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to payment for earned Performance Shares or the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations for earned Performance Shares that the Company determines cannot be satisfied through by the withholding means previously described above in Section 8(a). The Corporation may refuse to issue Common Shares as payment of otherwise deliverable Shares. All income and other taxes related to the earned Performance Shares award and any Shares delivered related thereto if the Grantee fails to comply with the Grantee’s obligations in payment thereof are connection with the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Tax-Related Items.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the The Company (or the employing SubsidiaryAffiliate) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes all Tax Obligations required to be withheld by the Company or the employing Subsidiary Affiliate with respect to the Shares, unless the CompanyCommittee, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Employee to satisfy his or her Tax Obligations, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, or (c) selling a sufficient number of such Shares withheld pursuant otherwise deliverable to Employee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the prior sentence will amount required to be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such roundingwithheld. Notwithstanding any contrary provision of this Agreement, no Shares Restricted Stock will be issued granted unless and until satisfactory arrangements (as determined by the Company) will have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing SubsidiaryAffiliate) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes Tax Obligations related to the Performance Shares Restricted Stock award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 96. Only whole Shares will be withheld or sold to satisfy any tax withholding obligations pursuant to this paragraph 6. The number of Shares withheld will be rounded up to the nearest whole Share, with a cash refund to the Employee for any value of the Shares withheld in excess of the tax obligation (pursuant to such procedures as the Company may specify from time to time). To the extent that the cash refund described in the preceding sentence is not administratively feasible, as determined by the Company in its sole discretion, the number of Shares withheld will be rounded down to the nearest whole Share and, in accordance with this paragraph 6 and to the maximum extent permitted by law, the Company will retain from salary or other amounts payable to the Employee cash having a sufficient value to satisfy any additional tax withholding.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition 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, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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 employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it shall have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the Company determines cannot be satisfied through the withholding number of Shares otherwise deliverable Sharesto Participant. All income If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Performance Shares otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Performance Shares and other taxes related any right to receive Shares thereunder and the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents will be returned to the withholding of Shares and Company at no cost to any additional cash withholding as provided for in this paragraph 9the Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to the Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such SharesShares so issuable. In addition The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Participant to satisfy such tax withholding obligation, in whole or in part by one or more of the following: (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum amount required to be withheld, (c) delivering to the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable already vested and owned Shares having a Fair Market Value equal to the Employeeamount required to be withheld, cash having or (d) selling a sufficient value number of such Shares otherwise deliverable to satisfy 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. If the Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations that hereunder at the time any applicable RSUs otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such RSUs and the RSUs will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award Company and the Participant will have rights to acquire any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9with respect thereto.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesRestricted Stock Units or, in the discretion of the Company, at such earlier time as the Tax Obligations (defined below) are due, the Company (or the employing SubsidiaryAffiliate) will withhold a portion of the Shares that have has an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, including, without limitation, (a) all federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes that are required to be withheld by the Company or the employing Subsidiary Affiliate, (b) the Employee’s and, to the extent required by the Company (or the employing Affiliate), the Company’s (or the employing Affiliate’s) fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the Restricted Stock Units awarded and the Shares issued thereunder, and (c) all other taxes or social insurance liabilities with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits which the Employee has agreed to make alternate arrangements satisfactory to bear responsibility (collectively, the Company for such withholdings in advance of the arising of any withholding obligations“Tax Obligations”). The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund provided in the U.S. for any value of the Shares withheld in excess of the tax obligation Tax Obligations as a result of such rounding. Notwithstanding the foregoing, the Company, in its sole discretion, may require the Employee to make alternate arrangements satisfactory to the Company for such Tax Obligations in advance of the arising of any Tax Obligations. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which Tax Obligations that the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing SubsidiaryAffiliate) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable SharesShares or that are due prior to the issuance of Shares under the Restricted Stock Units award. All income and other taxes Tax Obligations related to the Performance Shares Restricted Stock Units award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this awardFurther, the Employee expressly consents to the withholding of Shares and to shall be bound by any additional cash withholding as provided for requirements included in the Notice of Grant of this paragraph 9Agreement.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will shall be issued to the Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) shall have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such SharesShares so issuable. In addition The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Participant to satisfy such tax withholding obligation, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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 employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it shall have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Participant. If the Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Performance Units otherwise are scheduled to vest pursuant to Section 3, the Participant shall permanently forfeit such Performance Units and the Performance Units shall be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Company and Participant shall have no further right to receive Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9with respect thereto.

Withholding of Taxes. When the Shares are issued as payment for vested Performance SharesPSUs, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee may be subject to applicable taxes in his or her jurisdiction. The Company (or the employing parent of the Company or Subsidiary) will withhold a portion of the Shares otherwise issuable in payment for vested PSUs that have an aggregate market value sufficient to pay the minimum federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company (or the employing Subsidiary parent of the Company or Subsidiary) with respect to the Shares, unless . No fractional Shares will be withheld or issued pursuant to the Companygrant of PSUs and the issuance of Shares thereunder. The Company (or the employing parent of the Company or Subsidiary) may instead, in its sole discretion, either requires or otherwise permits withhold an amount necessary to pay the Employee to make alternate arrangements satisfactory to applicable taxes from the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole ShareGrantee’s paycheck, with no refund for any value withholding of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares withheld in excess of (or, through the tax obligation Grantee’s paycheck, as a result of such rounding. Notwithstanding any contrary provision of this Agreementindicated above), no Shares payment will be issued made to the Grantee (or his or her estate) for PSUs unless and until satisfactory arrangements (as determined by the CompanyCommittee) have been made by the Employee Grantee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such SharesPSUs. In addition and to the maximum extent permitted by lawBy accepting this Award, the Company (or the employing Subsidiary) has the right Grantee expressly consents to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable SharesShares and to any cash or Share withholding as provided for in this Paragraph 9. All income and other taxes related to the Performance Shares Stock Unit award and any Shares delivered in payment thereof are the sole responsibility of the EmployeeGrantee. By accepting this award, In no event will the Employee expressly consents to Company reimburse the withholding Grantee for any taxes that may be imposed on the Grantee as result of Shares and to any additional cash withholding as provided for in this paragraph 9.Section 409A.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the CompanyCommittee) will have been made by the Employee Participant with respect to the payment payment, if applicable, of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and Unless determined otherwise by the Committee, such tax withholding obligation of Participant will be satisfied by having the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum amount required to be withheld, which will be accomplished pursuant to such procedures as the Company may specify from time to time. If the Committee determines not to satisfy tax withholding in this manner, it may permit, in its sole discretion and pursuant to such procedures as it may specify from time to time, Participant to satisfy such tax withholding obligation of Participant by (a) paying cash, or the employing Subsidiary(b) has the right to retain without notice from salary or other amounts payable delivering to the Employee, cash Company already vested and owned Shares having a sufficient value Fair Market Value equal to satisfy the amount required to be withheld. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations that 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 Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to the Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such SharesShares so issuable. In addition The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Participant to satisfy such tax withholding obligation, in whole or in part by one or more of the following: (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum amount required to be withheld, (c) delivering to the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable already vested and owned Shares having a Fair Market Value equal to the Employeeamount required to be withheld, cash having or (d) selling a sufficient value number of such Shares otherwise deliverable to satisfy 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. If the Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations that hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and the Restricted Stock Units will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award Company and the Participant will have no further rights to acquire any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9with respect thereto.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition 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, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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 employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it shall have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the Company determines cannot be satisfied through the withholding number of Shares otherwise deliverable Sharesto Participant. All income If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Performance Shares otherwise are scheduled to vest pursuant to Sections 3, Participant will permanently forfeit such Performance Shares and other taxes related any right to receive Shares thereunder and the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents will be returned to the withholding of Shares and Company at no cost to any additional cash withholding as provided for in this paragraph 9the Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to the Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such SharesShares so issuable. In addition The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Participant to satisfy such tax withholding obligation, in whole or in part by one or more of the following: (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum amount required to be withheld, (c) delivering to the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable already vested and owned Shares having a Fair Market Value equal to the Employeeamount required to be withheld, cash having or (d) selling a sufficient value number of such Shares otherwise deliverable to satisfy 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. If the Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations that hereunder at the time any applicable RSUs otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such RSUs and the RSUs will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award Company and the Participant will have no rights to acquire any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9with respect thereto.

Withholding of Taxes. When If any tax withholding is required, when Shares are issued as payment for vested Performance SharesShares or, in the discretion of the Company, such earlier time as the tax withholding obligations are due, the Company (or or, if the Grantee has become an employee of an Affiliate, the employing Subsidiary) Affiliate), will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company (or the employing Subsidiary Affiliate) with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee Grantee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund provided in the U.S. for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee Grantee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing SubsidiaryAffiliate) has the right to retain without notice from any fees, salary or other amounts payable to the EmployeeGrantee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable SharesShares or that are due prior to the issuance of Shares under the Performance Share award. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Grantee.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesShares or, in the discretion of the Company, at such earlier time as the Tax Obligations (defined below) are due, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay all taxes and social insurance and social security and other requirements in connection with the Shares, including without limitation, (a) all federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes that are required to be withheld by the Company or the employing Subsidiary Subsidiary, (b) the Employee’s and, to the extent required by the Company (or the employing Subsidiary), the Company’s (or the employing Subsidiary’s) fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the Performance Shares and the Shares, and (c) all other taxes or social insurance or social security liabilities or premium with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits which the Employee has, or has agreed to make alternate arrangements satisfactory to bear, responsibility (collectively, the Company for such withholdings in advance of the arising of any withholding obligations“Tax Obligations”). The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding the foregoing, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax Obligations in advance of the arising of any such Tax Obligations. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes Tax Obligations which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by lawApplicable Law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares or that are due prior to the issuance of Shares. All income and other taxes Tax Obligations related to the Performance Shares award Award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this awardAward, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will may withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph Section 9.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, The Grantee will be advised by the Company (as to the amount of any Federal income or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company on the compensation income resulting from the vesting and lapse of restrictions on the PSUs and Dividend Equivalents. State, local or foreign income or employment taxes may also be required to be withheld by the employing Subsidiary with respect Company on any compensation income resulting from the award, vesting and/or payment of the PSUs and Dividend Equivalents. The Grantee will pay any taxes required to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory be withheld directly to the Company for such withholdings upon request. Notwithstanding any provision to the contrary, the Administrator may in advance its discretion and in satisfaction of the arising foregoing requirement allow such Holder to elect to have the Company withhold shares of Common Stock otherwise issuable (or elect the withholding of cash for which Dividend Equivalents are payable) under the Agreement (or allow the return of shares of already-owned Common Stock) having a Fair Market Value equal to the sums required to be withheld, provided that any such withholding obligationsdoes not cause an adverse accounting consequence or cost. If the Grantee does not pay any taxes required to be withheld directly to the Company within ten days after any request as provided above, the Company may withhold such taxes from any other compensation to which the Grantee is entitled from the Company. The number of Shares withheld pursuant Grantee will hold the Company harmless in acting to satisfy the prior sentence will be rounded up withholding obligation in this manner if it becomes necessary to the nearest whole Share, with no refund for any value of the Shares withheld in excess do so. Payment of the tax obligation as withholding shall be a result condition to the issuance of such rounding. Notwithstanding any contrary provision shares of Common Stock pursuant to this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will represented by the Restricted Stock which is the subject of the Grant may be issued released from the escrow established pursuant to Section 2, unless and until satisfactory arrangements (as determined by the CompanyCommittee) will have been made by the Employee Grantee with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition 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 tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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 Grantee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Grantee. If Grantee fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Sections 3 or 4, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesRestricted Stock Units, the Company (or the employing Subsidiary) will may withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares Restricted Stock Units award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Section 8.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the CompanyCommittee) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition The Committee, 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, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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 employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Participant. 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, 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 Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the CompanyBoard) will have been made by the Employee Grantee with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition The Board, in its sole discretion 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 (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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 Grantee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Grantee. If Grantee 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, Grantee will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares Tokens will be issued to Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such SharesTokens. In addition The Administrator, in its sole discretion and pursuant to the maximum extent permitted such procedures as it may specify from time to time, may permit Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by law(a) paying cash, (b) electing to have the Company (withhold otherwise deliverable Tokens or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a Fair Market Value equal to the amount required to be withheld, or (c) selling a sufficient value number of such Tokens 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 discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations that by reducing the number of Tokens otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Token Units otherwise are scheduled to vest pursuant to Section 4, Participant will permanently forfeit such Restricted Token Units and any right to receive Tokens thereunder and the Restricted Token Units will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, The Company shall have the right to require the Participant to pay to the Company the amount of any Withholding Taxes in respect of the Performance Shares or to take whatever action it deems necessary to protect the interests of the Company in respect of such Withholding Tax liabilities, in accordance with this Section 7. (a) The Participant may elect to satisfy all or the employing Subsidiary) will withhold a portion of the Shares obligation set forth in this Section 7 for Withholding Taxes in one or more of the following forms: (i) in cash or check made payable to the Company; (ii) by requesting that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or withhold from the employing Subsidiary with respect Performance Shares otherwise deliverable to the Shares, unless the Company, Participant (in its sole discretion, either requires accordance with Section 3) or otherwise permits the Employee to make alternate arrangements satisfactory to cause the Company for such withholdings in advance to record the forfeiture of a number of whole shares having a Fair Market Value as of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Sharedate on which such obligation for Withholding Taxes arises, with no refund for any value of the Shares withheld not in excess of the tax obligation as a result amount of such rounding. Notwithstanding any contrary provision of this AgreementWithholding Taxes determined by using the applicable minimum statutory withholding rates, no Shares will be issued unless and until satisfactory arrangements (as or such other amount or rate determined by the Company in its reasonable discretion (the “Share Withholding Method”); or (iii) subject to compliance with applicable law and the Company) have been made ’s Securities Trading Policy as then in effect, from proceeds of a same-day or next-day sale of a portion of the Performance Shares effected by the Employee Company’s designated broker. (b) In the absence of a full satisfaction of the obligation set forth in this Section 7 within five (5) days of the date when the Forfeiture Restriction shall have lapsed, or such earlier date, if any, when the Company shall be required to have satisfied its obligation under applicable law with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by lawWithholding Taxes, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding Participant’s acceptance of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are this Agreement shall constitute the sole responsibility of the Employee. By accepting this award, the Employee expressly consents Participant’s authorization to the withholding of Shares and Company’s designated broker to any additional cash withholding as provided for effect the sale contemplated by Section 7(a)(iii) in accordance with this paragraph 9Section 7(b).

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesIf the Company is required to pay or withhold any Federal, state, foreign or local taxes levied on all or part of a Member’s allocable share of the Company’s income, the Company (shall have the right to do so and such payment or withholding by the employing Subsidiary) will withhold Company shall be treated as a portion distribution to the Member for whom such payment or withholding is made and shall reduce the amount of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required future distributions to be withheld paid to such Member. In Management’s discretion, the Member for whom such payment or withholding would be made shall make a capital contribution of immediately available funds in the amount of any funds needed by the Company to satisfy such liability within three days after being so notified by the Company. Should a Member fail to timely make any such capital contribution, such Member shall be in breach of its obligations under this Agreement and shall indemnify and hold the Company and the other Members harmless for any costs, penalties, payments or damages incurred by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation other Members as a result of such rounding. Notwithstanding failure, and such Member shall pay the Company interest in respect of any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been disbursements made by the Employee Company as a result of such Member failing to timely make the capital contributions required by this Section at 400 points over the Base Rate from time to time in effect. A Member shall also reimburse the Company for any costs and expenses incurred in connection with respect to making any filings (including a share of the payment cost and expense of any income composite filings Management may elect to make) or otherwise in connection with the administration of taxes described in this Section. The Company shall have the authority to apply and other taxes setoff any distributions to which such defaulting Member would otherwise be entitled towards the satisfaction of the liabilities of the Company determines must be withheld or collected with respect referable to such SharesMember under this Section. In addition and This Section shall also have application to taxes that are not in the maximum extent permitted by law, nature of withholding taxes but are assessable against the Company with reference to (or where there is exemption from based upon) the employing Subsidiary) has the right to retain without notice from salary status or other amounts payable to the Employee, cash having nature of a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Member.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares Tokens will be issued to Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such SharesTokens. In addition The Administrator, in its sole discretion and pursuant to the maximum extent permitted such procedures as it may specify from time to time, may permit Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by law(a) paying cash, (b) electing to have the Company (withhold otherwise deliverable Tokens or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a Fair Market Value equal to the amount required to be withheld, or (c) selling a sufficient value number of such Tokens 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 discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations that by reducing the number of Tokens otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Token Units otherwise are scheduled to vest pursuant to Section 3, Participant will permanently forfeit such Restricted Token Units and any right to receive Tokens thereunder and the Restricted Token Units will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to the Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such SharesShares so issuable. In addition The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Participant to satisfy such tax withholding obligation, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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 employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Participant. If the Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Performance Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Performance Units and the Performance Units will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Company and Participant will have no further right to receive Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9with respect thereto.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to the Participant, unless and until satisfactory arrangements (as determined by the CompanyCommittee) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such SharesShares so issuable. In addition The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Participant to satisfy such tax withholding obligation, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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 employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Participant. If the 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 C, the Participant will permanently forfeit such Restricted Stock Units and right to acquire any Shares with respect thereto the Restricted Stock Units will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesShares or, in the discretion of the Company, at such earlier time as the Tax Obligations (defined below) are due, the Company (or the employing SubsidiaryAffiliate) will withhold a portion of the Shares that have has an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, including, without limitation, (a) all federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes that are required to be withheld by the Company or the employing Subsidiary Affiliate, (b) the Employee’s and, to the extent required by the Company (or the employing Affiliate), the Company’s (or the employing Affiliate’s) fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the Performance Shares awarded and the Shares issued thereunder, and (c) all other taxes or social insurance liabilities with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits which the Employee has agreed to make alternate arrangements satisfactory to bear responsibility (collectively, the Company for such withholdings in advance of the arising of any withholding obligations“Tax Obligations”). The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund provided in the U.S. for any value of the Shares withheld in excess of the tax obligation Tax Obligations as a result of such rounding. Notwithstanding the foregoing, the Company (or, in respect of an Employee subject to Section 16 of the 1934 Act, the HRCC), in its sole discretion, may require the Employee to make alternate arrangements satisfactory to it for such Tax Obligations in advance of the arising of any Tax Obligations. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which Tax Obligations that the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing SubsidiaryAffiliate) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable SharesShares or that are due prior to the issuance of Shares under the Performance Shares award. All income and other taxes Tax Obligations related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this awardFurther, the Employee expressly consents to the withholding of Shares and to shall be bound by any additional cash withholding as provided for requirements included in the Notice of Grant and Appendix A of this paragraph 9Agreement.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition 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, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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. In the absence of an alternative election from the Participant, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable shall withhold otherwise deliverable Shares having a Fair Market Value equal to the Employee, cash having a sufficient value minimum amount required to be withheld to satisfy tax withholding obligations. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations that 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 Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesRestricted Stock Units, the Company (or the employing Subsidiary) will may withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares Restricted Stock Units award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Section 2.9.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesRSUs, the Company (or the employing Subsidiary) will may withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares RSU award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Section 10.

Withholding of Taxes. When the Shares are issued as payment for vested Performance SharesRestricted Stock Units, the Grantee shall recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee shall be subject to applicable taxes in his or her jurisdiction. The Company (or the employing Subsidiary) will may, in its discretion, withhold a portion of the Shares vested Restricted Stock Units that have an aggregate market value sufficient to pay the minimum federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company Company. No fractional Shares shall be withheld or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld issued pursuant to the prior sentence will grant of Restricted Stock Units and the issuance of Shares thereunder; any additional withholding necessary for this reason shall be rounded up done by the Company through the Grantee’s paycheck. Accordingly, to the nearest whole Share, with no refund for any value extent the Fair Market Value of the number of whole Shares withheld in excess by the Company exceeds the withholding taxes, the Company shall pay the Grantee the difference. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the tax obligation Grantee’s paycheck, as a result of such rounding. Notwithstanding any contrary provision of this Agreementindicated above), no Shares will payment shall be issued made to the Grantee (or his or her estate) for Restricted Stock Units unless and until satisfactory arrangements (as determined by the CompanyAdministrator) have been made by the Employee Grantee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the EmployeeRestricted Stock Units. By accepting this awardAward, the Employee Grantee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9.

Withholding of Taxes. When the Shares are issued as payment for vested Performance SharesRSUs, the Company (or the employing Subsidiary) will withhold a portion of the Shares vested RSUs that have an aggregate market value Fair Market Value sufficient to pay the minimum federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the SharesCompany, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund cash payment due the Employee for any the value of the Shares any Share withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares RSU award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this RSU award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no certificate or book-entry regarding the Shares will be issued to or made in favor of the Participant, and no payments in respect of the Dividend Equivalents will be paid, unless and until satisfactory arrangements (as determined by the Company) have been made by Participant satisfies the Employee Participant’s obligations with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Sharescompensation (the “Withholding Taxes”). In addition The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, hereby permits the Participant to satisfy such tax withholding obligation, in whole or in part, by one or more of the following (without limitation): (a) paying cash; (b) having withholding taken from compensation otherwise due to Participant from the Company; (c) subject to the maximum extent permitted approval of the independent members of the Board, withholding otherwise deliverable Shares having a fair market value equal to the minimum statutory amount required to be withheld; (d) delivering to the Company already vested and owned Shares having a fair market value equal to the amount required to be withheld; or (e) subject to applicable law, permitting the Participant 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 Participant irrevocably elects to sell a portion of the Shares to be delivered and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding taxes directly to the Company. If the Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder within the time necessary for compliance with Treasury Regulations Section 1.409A-1(b)(4), the Participant will permanently forfeit such Performance Stock Units and payments in respect of Dividend Equivalents as of the last day of such compliance period, at no cost to the Company, and the Participant will have no further right to receive Shares, cash or other compensation with respect thereto. Notwithstanding anything in this Agreement to the contrary, if the Participant is a reporting person subject to Section 16 of the Exchange Act, the Participant agrees that, unless otherwise determined by lawthe Committee, the Company (shall satisfy all or any portion of the employing Subsidiary) has the right Withholding Taxes relating to retain without notice from salary this Award by withholding Shares issued or other amounts payable otherwise issuable to the Employee, Participant in connection with the Performance Stock Units (and withholding cash having from the Dividend Equivalents payable with respect to such Performance Stock Units) with a sufficient fair market value to satisfy any tax withholding obligations that (measured as of the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related date such Shares are issued or such cash is paid to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents Participant) equal to the withholding amount of Shares and to any additional cash withholding as provided for in this paragraph 9such Withholding Taxes.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the The Company (or the employing SubsidiaryAffiliate) will withhold a portion of the Shares that have an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, including, without limitation, (a) all federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes that are required to be withheld by the Company or the employing Subsidiary Affiliate, (b) the Employee’s and, to the extent required by the Company (or the employing Affiliate), the Company’s (or the employing Affiliate’s) fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the Award and the Shares issued thereunder, and (c) all other taxes or social insurance liabilities with respect to which the SharesEmployee has agreed to bear responsibility (together, unless the “Tax Obligations”). Notwithstanding the foregoing, the Company, in its sole discretion, either requires or otherwise permits may require the Employee to make alternate arrangements satisfactory to the Company for such withholdings or remittances in advance of the arising of any remittance obligations to which the Employee has agreed or any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation Tax Obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) will have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing SubsidiaryAffiliate) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable SharesShares or that are due prior to the issuance of Shares under the Restricted Stock award. All income and other taxes Tax Obligations related to the Performance Shares Restricted Stock award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this awardFurther, the Employee expressly consents to the withholding of Shares and to shall be bound by any additional cash withholding as provided for requirements included in the Notice of Grant of this paragraph 9Agreement.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the The Company (or the subsidiary of the Company employing SubsidiaryEmployee) will withhold a portion of the Shares RSUs that have an aggregate market value sufficient to pay the required federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the subsidiary of the Company employing Subsidiary Employee with respect to the SharesRSUs, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make makes alternate arrangements satisfactory to the Company Board of Directors for such withholdings in advance of the arising of any date the withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such roundingobligations arise. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the CompanyBoard of Directors) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the subsidiary of the Company employing SubsidiaryEmployee) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income If the Employee fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to this Agreement and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility such Employee is not an “executive officer” of the Employee. By accepting this awardCompany (within the meaning of Section 402 of the Sarbanes Oxley Act of 2002), the Employee will have 30 business days to cure such failure. If such failure is not cured within this 30-day period or, in the case of an “executive officer” of the Company, the Employee has failed to make satisfactory arrangements at the time the applicable Shares otherwise are scheduled to vest, the Employee hereby expressly consents to the Company retaining, to the maximum extent permitted by law and without notice, from salary or other amounts payable to the Employee cash having a sufficient value to satisfy any tax withholding of Shares obligations. To the extent such cash is insufficient to satisfy the Company’s tax withholding obligations, the Employee will permanently forfeit the RSUs, or a portion thereof, and such RSUs will be returned to any additional cash withholding as provided for in this paragraph 9the Company at no cost to the Company.

Withholding of Taxes. When Shares are issued as Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee (the “Employer”) take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Grantee acknowledges that the ultimate liability for vested all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Shares, including the grant of the Performance Shares, the Company (or vesting of Performance Shares, the employing Subsidiary) will withhold a portion payment of the Performance Shares that have an aggregate market value sufficient in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by structure the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance terms of the arising of grant or any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value aspect of the Performance Shares withheld in excess of to reduce or eliminate the tax obligation as a result of such roundingGrantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Grantee with respect to the payment of any income and other taxes all Tax-Related Items which the Company determines must be withheld or collected with respect to such SharesShares so issuable. In addition The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the maximum extent permitted following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by law, the Company and/or the Employer, (or c) have the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the EmployeeCompany withhold otherwise deliverable Shares, cash having a sufficient value to satisfy any tax withholding obligations provided that the Company determines cannot only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be satisfied through the withholding necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Grantee's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Performance Shares, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Performance Shares. All income Further, Grantee, by signing a copy of this Agreement and other taxes related delivering same to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this awardCompany, the Employee expressly consents to the withholding of all Tax-Related Items from Grantee's wages or other payments due to be made to Grantee. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to any additional cash withholding as provided for in this paragraph 9the Company at no cost to the Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will of Restricted Stock may be issued released from the escrow established pursuant to Section 2, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares, if any. In addition 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, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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 employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Sections 3 or 4 (or Section 14 of the Plan), Participant will permanently forfeit such Shares and the Shares will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesShare Units or, in the discretion of the Company, at such earlier time as the Tax Obligations (defined below) are due, the Company (or the employing SubsidiaryAffiliate) will withhold a portion of the Shares that have has an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, including, without limitation, (a) all federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes that are required to be withheld by the Company or the employing Subsidiary Affiliate, (b) the Employee’s and, to the extent required by the Company (or the employing Affiliate), the Company’s (or the employing Affiliate’s) fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the Performance Share Units and the Shares issued thereunder, and (c) all other taxes or social insurance liabilities with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits which the Employee has agreed to make alternate arrangements satisfactory to bear responsibility (collectively, the Company for such withholdings in advance of the arising of any withholding obligations“Tax Obligations”). The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund provided in the U.S. for any value of the Shares withheld in excess of the tax obligation Tax Obligations as a result of such rounding. Notwithstanding the foregoing, the Company (or, in respect of an Employee subject to Section 16 of the 1934 Act, the HRCC), in its sole discretion, may require the Employee to make alternate arrangements satisfactory to it for such Tax Obligations in advance of the arising of any Tax Obligations. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which Tax Obligations that the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing SubsidiaryAffiliate) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable SharesShares or that are due prior to the issuance of Shares under the Performance Share Units. All income and other taxes Tax Obligations related to the Performance Shares award Share Units and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this awardFurther, the Employee expressly consents to the withholding of Shares and to shall be bound by any additional cash withholding as provided for requirements included in the Notice of Grant and Appendix A of this paragraph 9Agreement.

Withholding of Taxes. When If any tax withholding is required when Shares are issued as payment for vested Performance SharesRestricted Stock Units or, in the discretion of the Company, at such earlier time as the Tax Obligations (defined below) are due, the Company (or or, if the Director has become an employee, the employing Subsidiary) entity), will withhold a portion of the Shares that have has an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, including, without limitation, (a) all federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes that are required to be withheld by the Company or the employing Subsidiary Subsidiary, (b) the Director’s and, to the extent required by the Company (or the employing Subsidiary), the Company’s (or the employing Subsidiary’s) fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the Restricted Stock Units awarded and the Shares issued thereunder, and (c) all other taxes or social insurance liabilities with respect to which the SharesDirector has agreed to bear responsibility (collectively, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations“Tax Obligations”). The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund provided in the U.S. for any value of the Shares withheld in excess of the tax obligation Tax Obligations as a result of such rounding. Notwithstanding the foregoing, the Company, in its sole discretion, may require the Director to make alternate arrangements satisfactory to the Company for such Tax Obligations in advance of the arising of any Tax Obligations. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee Director with respect to the payment of any income and other taxes which Tax Obligations that the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from any fees, salary or other amounts payable to the EmployeeDirector, cash having a sufficient value to satisfy any tax withholding obligations Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable SharesShares or that are due prior to the issuance of Shares under the Restricted Stock Units award. All income and other taxes Tax Obligations related to the Performance Shares Restricted Stock Units award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Director.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesShares or, in the discretion of the Company, at such earlier time as the Tax Obligations (defined below) are due, the Company (or the employing SubsidiaryAffiliate) will withhold a portion of the Shares that have has an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, including, without limitation, (a) all federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes that are required to be withheld by the Company or the employing Subsidiary Affiliate, (b) the Employee’s and, to the extent required by the Company (or the employing Affiliate), the Company’s (or the employing Affiliate’s) fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the Performance Shares and the Shares issued thereunder, and (c) all other taxes or social insurance liabilities with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits which the Employee has agreed to make alternate arrangements satisfactory to bear responsibility (collectively, the Company for such withholdings in advance of the arising of any withholding obligations“Tax Obligations”). The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund provided in the U.S. for any value of the Shares withheld in excess of the tax obligation Tax Obligations as a result of such rounding. Notwithstanding the foregoing, the Company (or, in respect of an Employee subject to Section 16 of the 1934 Act, the HRCC), in its sole discretion, may require the Employee to make alternate arrangements satisfactory to it for such Tax Obligations in advance of the arising of any Tax Obligations. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which Tax Obligations that the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing SubsidiaryAffiliate) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares or that are due prior to the issuance of Shares under the Performance Shares. All income and other taxes Tax Obligations related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this awardFurther, the Employee expressly consents to the withholding of Shares and to shall be bound by any additional cash withholding as provided for requirements included in the Notice of Grant and Appendix A of this paragraph 9Agreement.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the The Company (or the employing Subsidiary) Employer will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes all Tax Obligations required to be withheld by the Company or the employing Subsidiary Employer with respect to the Shares, unless the CompanyCommittee, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Employee to satisfy his or her Tax Obligations, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, or (c) selling a sufficient number of such Shares withheld pursuant otherwise deliverable to Employee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the prior sentence will amount required to be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such roundingwithheld. Notwithstanding any contrary provision of this Agreement, no Shares will be issued in settlement of the vested Restricted Stock Units unless and until satisfactory arrangements (as determined by the Company) will have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) Employer has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes Tax Obligations related to the Performance Shares award of Restricted Stock Units and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 910. Only whole Shares will be withheld or sold to satisfy any tax withholding obligations pursuant to this paragraph 10. The number of Shares withheld will be rounded up to the nearest whole Share, with a cash refund to the Employee for any value of the Shares withheld in excess of the tax obligation (pursuant to such procedures as the Company may specify from time to time). To the extent that the cash refund described in the preceding sentence is not administratively feasible, as determined by the Company in its sole discretion, the number of Shares withheld will be rounded down to the nearest whole Share and, in accordance with this paragraph 10 and to the maximum extent permitted by law, the Company will retain from salary or other amounts payable to the Employee cash having a sufficient value to satisfy any additional tax withholding.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesPSAs, the Company (or the employing Subsidiary) will may withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award PSAs and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Section 10.

Withholding of Taxes. When the Shares are issued as payment for vested Performance SharesRestricted Stock Units, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee may be subject to applicable taxes in his or her jurisdiction. The Company (or the employing Parent or Subsidiary) will withhold a portion of the Shares otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to pay the minimum federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company (or the employing Subsidiary Parent or Subsidiary) with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee Grantee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will shall be rounded up to the nearest whole Share, with no refund provided for any value of the Shares withheld in excess of the tax obligation as a result of such rounding, all pursuant to such procedures as the Administrator may specify from time to time. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee Grantee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Parent or Subsidiary) has the right to retain without notice from salary or other amounts payable to the EmployeeGrantee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. By accepting this Award, the Grantee expressly consents to the withholding of Shares and to any cash or Share withholding as provided for in this paragraph 9. All income and other taxes related to the Performance Shares Restricted Stock Unit award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Grantee.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will of Restricted Stock may be issued released from the escrow established pursuant to Section B, unless and until satisfactory arrangements (as determined by the CompanyCommittee) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the 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 Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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 the Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Sections C or D, Participant will permanently forfeit such Shares and the Shares will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Company) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition 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 withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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 employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Participant. 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, 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 Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When the Shares are issued as payment for vested Performance Shares, the Employee generally will recognize immediate U.S. taxable income if the Employee is a U.S. taxpayer. If the Employee is a non-U.S. taxpayer, the Employee will be subject to applicable taxes in his or her jurisdiction. The Company (or the employing Subsidiary) will withhold a portion of the vested Performance Shares that have an aggregate market value sufficient to pay the minimum federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company Company. No fractional Shares will be withheld or the employing Subsidiary with respect issued pursuant to the Shares, unless grant of Performance Shares and the issuance of Shares thereunder; any additional withholding necessary for this reason will be done by the Company through the Employee’s paycheck. The Company, in its sole discretion, either requires or otherwise permits may, and with respect to its executive officers (as determined by the Company) will, withhold an amount equal to two (2) times the fair market value of a Share from the last paycheck due to the Employee to make alternate arrangements satisfactory prior to the Company for such withholdings in advance vesting of the arising Performance Shares. In the event that the cash amounts withheld by the Company exceed the withholding taxes that are due after the automatic withholding of any whole Shares, the Company will reimburse the Employee for the excess amounts. In the event the withholding obligations. The number requirements are not satisfied through the withholding of Shares withheld pursuant (or, through the Employee’s paycheck, as indicated above), no payment will be made to the prior sentence will be rounded up to the nearest whole Share, with no refund Employee (or his or her estate) for any value of the Performance Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the CompanyAdministrator) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Performance Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this awardAward, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 98.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares Share award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the The Company (or the employing SubsidiaryAffiliate) will withhold a portion of the Shares that have an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, including, without limitation, (a) all federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes that are required to be withheld by the Company or the employing Subsidiary Affiliate, (b) the Employee’s and, to the extent required by the Company (or the employing Affiliate), the Company’s (or the employing Affiliate’s) fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the Award and the Shares issued thereunder, and (c) all other taxes or social insurance liabilities with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits which the Employee has agreed to make alternate arrangements satisfactory to bear responsibility (together, the Company for such withholdings in advance of the arising of any withholding obligations“Tax Obligations”). The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation Tax Obligation as a result of such rounding. Notwithstanding the foregoing, the Company, in its sole discretion, may require the Employee to make alternate arrangements satisfactory to the Company for such withholdings or remittances in advance of the arising of any remittance obligations to which the Employee has agreed or any withholding obligations. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) will have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing SubsidiaryAffiliate) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable SharesShares or that are due prior to the issuance of Shares under the Restricted Stock award. All income and other taxes Tax Obligations related to the Performance Shares Restricted Stock award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this awardFurther, the Employee expressly consents to the withholding of Shares and to shall be bound by any additional cash withholding as provided for requirements included in the Notice of Grant of this paragraph 9Agreement.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the The Company (or the employing SubsidiaryAffiliate) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes all Tax Obligations required to be withheld by the Company or the employing Subsidiary Affiliate with respect to the Shares, unless the CompanyCommittee, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Employee to satisfy his or her Tax Obligations, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, or (c) selling a sufficient number of such Shares withheld pursuant otherwise deliverable to Employee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the prior sentence will amount required to be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such roundingwithheld. Notwithstanding any contrary provision of this Agreement, no Shares Restricted Stock will be issued granted unless and until satisfactory arrangements (as determined by the Company) will have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing SubsidiaryAffiliate) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes Tax Obligations related to the Performance Shares Restricted Stock award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 97. Only whole Shares will be withheld or sold to satisfy any tax withholding obligations pursuant to this paragraph 7. The number of Shares withheld will be rounded up to the nearest whole Share, with a cash refund to the Employee for any value of the Shares withheld in excess of the tax obligation (pursuant to such procedures as the Company may specify from time to time). To the extent that the cash refund described in the preceding sentence is not administratively feasible, as determined by the Company in its sole discretion, the number of Shares withheld will be rounded down to the nearest whole Share and, in accordance with this paragraph 7 and to the maximum extent permitted by law, the Company will retain from salary or other amounts payable to the Employee cash having a sufficient value to satisfy any additional tax withholding.

Withholding of Taxes. When the Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the vested Performance Shares that have an aggregate market value sufficient Fair Market Value no more than that required to pay the minimum federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the SharesCompany, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate alternative arrangements satisfactory to the Company for such minimum withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesRSUs, the Company (or the employing Subsidiary) will may withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares RSU award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph Section 9.

Withholding of Taxes. When If any tax withholding is required when Shares are issued as payment for vested Performance SharesRestricted Stock Units or, in the discretion of the Company, at such earlier time as the Tax Obligations (defined below) are due, the Company (or or, if the Grantee has become an employee of an Affiliate, the employing Subsidiary) Affiliate), will withhold a portion of the Shares that have has an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, including, without limitation, (a) all federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes that are required to be withheld by the Company or the employing Subsidiary Affiliate, (b) the Grantee’s and, to the extent required by the Company (or the employing Affiliate), the Company’s (or the employing Affiliate’s) fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the Restricted Stock Units and the Shares issued thereunder, and (c) all other taxes or social insurance liabilities with respect to which the SharesGrantee has agreed to bear responsibility (collectively, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations“Tax Obligations”). The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund provided in the U.S. for any value of the Shares withheld in excess of the tax obligation Tax Obligations as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee Grantee with respect to the payment of any income and other taxes which Tax Obligations that the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing SubsidiaryAffiliate) has the right to retain without notice from any fees, salary or other amounts payable to the EmployeeGrantee, cash having a sufficient value to satisfy any tax withholding obligations Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable SharesShares or that are due prior to the issuance of Shares under the Restricted Stock Units. All income and other taxes Tax Obligations related to the Performance Shares award Restricted Stock Units and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Grantee.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to the Participant unless and until satisfactory arrangements (as determined by the Company) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to the delivery of Shares pursuant to this Award Agreement. The Company, in its sole discretion and pursuant to such Shares. In addition and procedures as it may specify from time to time, may permit the 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 Shares having a Fair Market Value equal to the maximum extent permitted by law, minimum amount required to be withheld; (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the minimum amount required to be withheld; or (d) selling a sufficient number of such Shares otherwise deliverable to the Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the employing Subsidiary) has minimum amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the Company determines cannot be satisfied through the withholding number of Shares otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and Participant by the minimum amount required to be withheld. If the Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any Shares are scheduled to be delivered in payment thereof are the sole responsibility of the Employee. By accepting this awardpursuant to Section 2, the Employee expressly consents PSUs shall lapse and be immediately cancelled with no payment due to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Participant.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to the Participant unless and until satisfactory arrangements (as determined by the Company) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to the delivery of Shares pursuant to this Award Agreement. The Company, in its sole discretion and pursuant to such Shares. In addition and procedures as it may specify from time to time, may permit the 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 Shares having a Fair Market Value equal to the maximum extent permitted by law, minimum amount required to be withheld; (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the minimum amount required to be withheld; or (d) selling a sufficient number of such Shares otherwise deliverable to the Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the employing Subsidiary) has minimum amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the Company determines cannot be satisfied through the withholding number of Shares otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and Participant by the minimum amount required to be withheld. If the Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any Shares are scheduled to be delivered in payment thereof are the sole responsibility of the Employee. By accepting this awardpursuant to Section 3, the Employee expressly consents MSUs shall lapse and be immediately cancelled with no payment due to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Participant.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition 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, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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. Notwithstanding any contrary provision of this Award Agreement, the default handling for withholding of taxes shall be that the Company (or shall reduce the employing Subsidiary) has the right number of Shares otherwise deliverable to retain without notice from salary or other amounts payable Participant in such amount equal to the Employee, cash having a sufficient value minimum amount required to satisfy be withheld. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations that 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 Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When the Shares are issued as payment for vested Performance SharesRestricted Stock Units, the Employee will recognize immediate U.S. taxable income if the Employee is a U.S. taxpayer. If the Employee is a non-U.S. taxpayer, the Employee will be subject to applicable taxes in his or her jurisdiction. The Company (or the employing Subsidiary) will may, in its discretion, withhold a portion of the Shares vested Restricted Stock Units that have an aggregate market value sufficient to pay the federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company LSI Logic. No fractional Shares will be withheld or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld issued pursuant to the prior sentence grant of Restricted Stock Units and the issuance of Shares thereunder; any additional withholding necessary for this reason will be rounded up done by the Company through the Employee’s paycheck. Accordingly, to the nearest whole Share, with no refund for any value extent the Fair Market Value of the number of whole Shares withheld in excess by the Company exceeds the withholding taxes, the Company will pay Employee the difference. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the tax obligation Employee’s paycheck, as a result of such rounding. Notwithstanding any contrary provision of this Agreementindicated above), no Shares payment will be issued made to the Employee (or his or her estate) for Restricted Stock Units unless and until satisfactory arrangements (as determined by the CompanyCommittee) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Restricted Stock Units.

Withholding of Taxes. When Shares are issued Prior to any relevant taxable or tax withholding event, as payment for vested Performance Sharesapplicable, the Company (Grantee will pay or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate adequate arrangements satisfactory to the Company for such withholdings in advance and/or the Employer to satisfy all Tax-Related Items. In this regard, Grantee authorizes the Company, the Employer, and their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the arising following: (i) withholding from your wages or other cash compensation paid to Grantee by the Company and/or the Employer; (ii) withholding from proceeds of any withholding obligations. The number the sale of Restricted Shares withheld either through a voluntary sale or through a mandatory sale arranged by the Company (on Grantee’s behalf pursuant to this authorization without your further consent or authorization); (iii) withholding Restricted Shares; or (iv) requiring Grantee to make a payment in cash by certified check or wire transfer. Depending on the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by lawwithholding method, the Company (may withhold or the employing Subsidiary) has the right to retain without notice from salary account for Tax-Related Items by considering applicable minimum statutory withholding rates or other amounts payable applicable withholding rates, including maximum applicable rates, in which case Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable equivalent amount in Restricted Shares. All income and other taxes related If the obligation for Tax-Related Items is satisfied by withholding in Restricted Shares, Grantee is deemed for tax purposes to have been issued the Performance full number of Restricted Shares award and any Shares delivered in payment thereof are the sole responsibility notwithstanding that a number of the Employee. By accepting this award, Restricted Shares are held back solely for the Employee expressly consents to purpose of paying the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Tax-Related Items.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will of Restricted Stock may be issued released from the escrow established pursuant to Section 2, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition 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 Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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 employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the Company determines cannot be satisfied through the withholding number of Shares otherwise deliverable Sharesto Participant. All income and other taxes If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to the Performance applicable Shares award otherwise are due, Participant will permanently forfeit such Shares and any the Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents will be returned to the withholding of Shares and Company at no cost to any additional cash withholding as provided for in this paragraph 9the Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the The Company (or the employing Subsidiary) Employer will withhold a portion of the Shares that have has an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes all Tax Obligations required to be withheld by the Company or the employing Subsidiary Employer with respect to the Sharesany RSUs, unless the CompanyCommittee, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Employee to satisfy his or her Tax Obligations, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, or (c) selling a sufficient number of such Shares withheld pursuant otherwise deliverable to Employee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the prior sentence will amount required to be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such roundingwithheld. Notwithstanding any contrary provision of this Agreement, no Shares will be issued in settlement of the vested Restricted Stock Units unless and until satisfactory arrangements (as determined by the Company) will have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) Employer has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes Tax Obligations related to the Performance Shares award of Restricted Stock Units and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 98. Only whole Shares will be withheld or sold to satisfy any tax withholding obligations pursuant to this paragraph 8. The number of Shares withheld will be rounded up to the nearest whole Share, with a cash refund to the Employee for any value of the Shares withheld in excess of the tax obligation (pursuant to such procedures as the Company may specify from time to time). To the extent that the cash refund described in the preceding sentence is not administratively feasible, as determined by the Company in its sole discretion, the number of Shares withheld will be rounded down to the nearest whole Share and, in accordance with this paragraph 8 and to the maximum extent permitted by law, the Company will retain from salary or other amounts payable to the Employee cash having a sufficient value to satisfy any additional tax withholding.

Withholding of Taxes. When The Company will assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with this Restricted Stock, including the grant, vesting or purchase of the Restricted Stock or sale of Shares are issued acquired pursuant to this grant of Restricted Stock ("tax-related items"). These requirements may change from time to time as payment laws or interpretations change. Regardless of the Company's actions in this regard, the Employee hereby acknowledges and agrees that the ultimate liability for vested Performance Shares, any and all tax-related items is and remains his or her responsibility and liability and that the Company (1) makes no representations or undertaking regarding treatment of any tax-related items in connection with any aspect of this Restricted Stock grant, including the employing Subsidiarygrant, vesting or purchase of this Restricted Stock and the subsequent sale of Shares acquired pursuant to this grant of Restricted Stock; and (2) will withhold a portion does not commit to structure the terms of the Shares that have an aggregate market value sufficient grant or any aspect of this Restricted Stock to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by reduce or eliminate the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such roundingEmployee's liability regarding tax-related items. Notwithstanding any contrary provision of this Agreement, no Shares Restricted Stock will be issued granted unless and until satisfactory arrangements (as determined by the CompanyCommittee) will have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and The Employee authorizes the Company and/or an Affiliate to withhold all applicable withholding taxes from the maximum extent permitted by lawEmployee's wages. Furthermore, the Employee agrees to pay the Company (and/or an Affiliate any amount of taxes the Company and/or an Affiliate may be required to withhold or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to collect as a result of the Employee, cash having a sufficient value to satisfy any tax withholding obligations 's participation in the Plan that the Company determines cannot be satisfied through by deduction from the withholding of otherwise deliverable Shares. All income and Employee's wages or other taxes related cash compensation paid to the Performance Shares award and any Shares delivered in payment thereof are Employee by the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company and/or an Affiliate.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes Currently there is no required to be withheld by the Company or the employing Subsidiary United States tax withholding with respect to the Sharesthis Award of Restricted Stock Units. If withholding should be required, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding then notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the CompanyBoard) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition The Board, 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, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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 employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Participant. 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, 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 Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 98.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares Restricted Stock will be issued released by the Escrow Agent from escrow unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee Grantee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Grantee to satisfy such tax withholding obligation, in whole or in part by one or more of the following (without limitation): (A) paying cash, (B) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum amount required to be withheld, (C) delivering to the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable already vested and owned Shares having a Fair Market value equal to the Employeeamount required to be withheld, cash having or (D) selling a sufficient value number of such Shares otherwise deliverable to satisfy Grantee 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. If the Grantee fails to make satisfactory arrangements for the payment of any required tax withholding obligations that hereunder at the time any applicable Shares otherwise are scheduled to vest, the Grantee will permanently forfeit such Shares and the Shares will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing SubsidiaryAffiliate) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary Affiliate with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing SubsidiaryAffiliate) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9.

Withholding of Taxes. When Shares If any tax withholding is required, when shares of Common Stock are issued as payment for any vested Performance Shares, RSUs the Company (or the employing Subsidiary) will withhold a portion of the Shares shares that have an aggregate market value Fair Market Value sufficient to pay the income (including federal, state, foreign and local and foreign incometaxes), employment, social insurance, employment payroll tax, and any other applicable taxes which the Company determines is required to be withheld by the Company or the employing Subsidiary with respect to the Sharesshares so issuable (the “Withholding Taxes”), unless the Company, in its sole discretion, either requires or otherwise permits the Employee Participant to make alternate arrangements satisfactory to the Company for the payment of such withholdings Withholding Taxes in advance of the arising of any such withholding obligations. The number of Shares shares of Common Stock withheld pursuant to the prior sentence will be rounded up to the nearest whole Shareshare, with no refund for any value of the Shares shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares shares of Common Stock will be issued hereunder unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee Participant with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such SharesWithholding Taxes due. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other any amounts payable to the EmployeeParticipant, cash having a sufficient value to satisfy any tax withholding obligations Withholding Taxes due that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility shares of the EmployeeCommon Stock hereunder. By accepting this awardaward of RSUs, the Employee Participant expressly consents to the withholding of Shares shares of Common Stock and to any additional cash withholding as provided for in this paragraph 9. The Participant acknowledges that the ultimate liability for any Withholding Taxes legally due by the Participant is and remains the Participant’s sole responsibility and that the Company (i) makes no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the RSUs; and (ii) does not commit to structure the terms of the award or any aspect of the RSUs to reduce or eliminate the Participant’s liability for any Withholding Taxes.

Withholding of Taxes. When Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment and other taxes which the Company determines must be withheld with respect to such Shares. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Performance Shares otherwise are scheduled to vest pursuant to this Award Agreement, Participant will permanently forfeit such Performance Shares and any right to receive Shares thereunder and the Performance Shares will be returned to the Company at no cost to the Company. Until and unless the Administrator determines otherwise, when Shares are issued as payment for vested Performance Shares, the Company (or the employing Parent or Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay the minimum federal, state, local and foreign income, employment, social insurance, employment payroll tax and any other applicable taxes required to be withheld by the Company (or the employing Subsidiary Parent or Subsidiary) with respect to the SharesShares or with respect to which the Participant has agreed to bear responsibility (the “Tax Obligations”), unless the Company, in its sole discretion, either requires or otherwise permits the Employee Participant to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The No fractional Shares will be withheld or issued pursuant to the grant of Performance Shares and the issuance of Shares thereunder; instead, the number of any Shares withheld pursuant to the prior sentence this Section 7 will be rounded up down to the nearest whole ShareShare and, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined otherwise by the Company) have been made , any additional withholding necessary for this reason will be done by the Employee with respect Company through the Participant’s paycheck or through direct payment by the Participant to the payment Company in the form of any income cash, check or other cash equivalent. In addition and to the maximum extent permitted by law, after consultation with the Company’s Compliance Officer (as defined in the Company’s Ixxxxxx Xxxxxxx Policy), the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may require Participant to satisfy the Tax Obligations, in whole or in part (without limitation) by (a) paying cash or remitting a check or providing other cash equivalent, (b) withholding an amount necessary to pay the applicable taxes which from the Participant’s paycheck, (c) having the Company determines must withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld withheld, (d) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, (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 collected with respect otherwise) equal to such the amount required to be withheld, or (f) a combination thereof. In addition and to the maximum extent permitted by law, the Company (or the employing Parent or Subsidiary) has the right to retain without notice from salary or other amounts payable to the Participant, cash having a sufficient value to satisfy the Tax Obligations that cannot be satisfied through the withholding of otherwise deliverable Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Parent or Subsidiary) has the right to retain without notice from salary or other amounts payable to the EmployeeParticipant, cash having a sufficient value to satisfy any tax withholding obligations Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. By accepting this Award, the Participant expressly consents to the withholding of Shares, and to any cash or Share withholding as provided for in this Section. All income and other taxes related to the Performance Shares Share award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Participant.

Withholding of Taxes. When Shares are issued as payment (a) The Grantee shall be liable for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay any and all federal, state, local and foreign incomeor non-US taxes applicable to the Grantee, including, without limitation, withholding taxes, social insurancesecurity/national insurance contributions and employment taxes, employment and any other applicable taxes arising out of this grant of Performance Shares, the issuance of Common Shares as payment for earned Performance Shares hereunder or the payment of cash for earned Performance Shares. In the event that the Corporation or the Grantee's employer (the “Employer”) is required to be withheld by withhold taxes as a result of the Company grant of the Performance Shares, the issuance of Common Shares as payment for earned Performance Shares or the employing Subsidiary with respect to the payment of cash for earned Performance Shares, unless the CompanyGrantee shall at the election of the Corporation, in its sole discretion, either requires or otherwise permits (i) surrender a sufficient number of whole Common Shares, having a Market Value per Share on the Employee to make alternate arrangements satisfactory date such Performance Shares become taxable equal to the Company amount of such taxes, or (ii) make a cash payment, as necessary to cover all applicable required withholding taxes and required social security/national insurance contributions on the date such Performance Shares become taxable, unless the Corporation, in its sole discretion, has established alternative procedures for such withholdings payment. If the number of shares required to cover all applicable withholding taxes and required social security/national insurance contributions includes a fractional share, then Grantee shall deliver cash in advance lieu of such fractional share. All matters with respect to the arising total amount to be withheld shall be determined by the Corporation in its sole discretion. (b) Regardless of any action the Corporation or the Grantee's Employer takes with respect to any or all income tax, social security/national insurance, payroll tax, payment on account or other tax-related withholding obligations(“Tax-Related Items”), the Grantee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by him is and remains the Grantee's responsibility and that the Corporation and or the Employer (i) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this grant of Performance Shares, including the grant of Performance Shares, the issuance of Common Shares as payment for earned Performance Shares, the payment of cash for earned Performance Shares or the subsequent sale of any Common Shares issued hereunder and receipt of any dividends; and (ii) do not commit to structure the terms or any aspect of this grant of Performance Shares to reduce or eliminate the Grantee's liability for Tax-Related Items. The number Grantee shall pay the Corporation or the Employer any amount of Shares withheld pursuant Tax-Related Items that the Corporation or the Employer may be required to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation withhold as a result of such rounding. Notwithstanding any contrary provision the Grantee's participation in the Plan or the Grantee's grant of this AgreementPerformance Shares, no the Common Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to payment for earned Performance Shares or the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations for earned Performance Shares that the Company determines cannot be satisfied through by the withholding means previously described above in Section 7(a). The Corporation may refuse to issue Common Shares as payment of otherwise deliverable Shares. All income and other taxes related to the earned Performance Shares award and any Shares delivered related thereto if the Grantee fails to comply with the Grantee's obligations in payment thereof are connection with the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Tax-Related Items.

Withholding of Taxes. When Shares shares of Company common stock are issued as payment for vested Performance SharesRestricted Share Units or, in the discretion of the Company, such earlier time as the Tax Obligations (defined below) are due, the Company (or the employing Subsidiaryaffiliate) will withhold a portion of the Shares shares that have an aggregate market value sufficient to pay federal, state, local all taxes and foreign income, social insurance, employment insurance liability and any other applicable taxes requirements in connection with the shares of Company common stock that are required to be withheld by the Company or the employing Subsidiary with respect to affiliate (collectively, the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations“Tax Obligations”). The number of Shares shares of Company common stock withheld pursuant to the prior sentence will be rounded up to the nearest whole Shareshare, with no refund provided in the United States for any value of the Shares shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding the foregoing, the Company, in its sole discretion, may require the Participant to make alternate arrangements satisfactory to the Company for such withholdings or remittances in advance of the arising of any remittance obligations to which the Participant has agreed or any withholding obligations. Notwithstanding any contrary provision of this Agreement, no Shares shares of Company common stock will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee Participant with respect to the payment of any income and other taxes which that the Company determines must be withheld or collected with respect to such Sharesshares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiaryaffiliate) has the right to retain without notice from salary or other amounts payable to the EmployeeParticipant, cash having a sufficient value to satisfy any tax withholding obligations Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Sharesshares or that are due prior to the issuance of shares under the Restricted Share Units award. All income and other taxes Tax Obligations related to the Performance Shares Restricted Share Units award and any Shares shares of Company common stock delivered in payment thereof are the sole responsibility of the EmployeeParticipant. By accepting this awardFurther, the Employee expressly consents to the withholding of Shares and to Participant shall be bound by any additional cash withholding as provided for requirements included in the Notice of Award of this paragraph 9Agreement.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the The Company (or the employing Subsidiaryaffiliate) will withhold a portion of the Shares that have an aggregate market value sufficient to pay foreign, federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary affiliate with respect to the Shares, unless the CompanyAdminstrator, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Employee to satisfy his or her tax withholding obligation, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, or (c) selling a sufficient number of such Shares withheld pursuant otherwise deliverable to Employee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the prior sentence will amount required to be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such roundingwithheld. Notwithstanding any contrary provision of this Agreement, no Shares Restricted Stock will be issued granted unless and until satisfactory arrangements (as determined by the Company) will have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiaryaffiliate) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares Restricted Stock award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 96. Only whole Shares will be withheld or sold to satisfy any tax withholding obligations pursuant to this paragraph 6. The number of Shares withheld will be rounded up to the nearest whole Share, with a cash refund to the Employee for any value of the Shares withheld in excess of the tax obligation (pursuant to such procedures as the Company may specify from time to time). To the extent that the cash refund described in the preceding sentence is not administratively feasible, as determined by the Company in its sole discretion, the number of Shares withheld will be rounded down to the nearest whole Share and, in accordance with this paragraph 6 and to the maximum extent permitted by law, the Company will retain from salary or other amounts payable to the Employee cash having a sufficient value to satisfy any additional tax withholding.

Withholding of Taxes. When Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment and other taxes which the Company determines must be withheld with respect to such Shares. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Performance Shares otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Performance Shares and any right to receive Shares thereunder and the Performance Shares will be returned to the Company at no cost to the Company. Until and unless the Administrator determines otherwise, when Shares are issued as payment for vested Performance Shares, the Company (or the employing Parent or Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay the minimum federal, state, local and foreign income, employment, social insurance, employment payroll tax and any other applicable taxes required to be withheld by the Company (or the employing Subsidiary Parent or Subsidiary) with respect to the SharesShares or with respect to which the Grantee has agreed to bear responsibility (the “Tax Obligations”), unless the Company, in its sole discretion, either requires or otherwise permits the Employee Participant to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The No fractional Shares will be withheld or issued pursuant to the grant of Performance Shares and the issuance of Shares thereunder; instead, the number of any Shares withheld pursuant to the prior sentence this Section will be rounded up down to the nearest whole ShareShare and, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined otherwise by the Company) have been made , any additional withholding necessary for this reason will be done by the Employee with respect Company through the Participant’s paycheck or through direct payment by the Participant to the payment Company in the form of any income cash or check. In addition and other taxes which to the maximum extent permitted by law, after consultation with the Company’s Compliance Officer (as defined in the Company’s Ixxxxxx Xxxxxxx Policy), the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash or remitting a check, (b) having the Company determines must withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, (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 collected with respect otherwise) equal to such Sharesthe amount required to be withheld, or (e) a combination thereof. In addition and to the maximum extent permitted by law, the Company (or the employing Parent or Subsidiary) has the right to retain without notice from salary or other amounts payable to the EmployeeParticipant, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. By accepting this Award, the Participant expressly consents to the withholding of Shares, and to any cash or Share withholding as provided for in this Section. All income and other taxes related to the Performance Shares Share award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Participant.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the The Company (or the employing Subsidiary) will may withhold a portion of the Shares payment due with respect to vested Restricted Stock Units that have has an aggregate market value sufficient to pay the federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares payment will be issued made to the Director (or his or her estate) for Restricted Stock Units unless and until satisfactory arrangements (as determined by the CompanyCommittee) have been made by the Employee Director with respect to the payment of any income and other taxes which that the Company determines must be withheld or collected with respect to such Sharesthe Director's vested Restricted Stock Units. In addition and addition, the Director agrees that the Company may withhold from amounts otherwise due to the maximum extent permitted by lawDirector, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts including compensation payable to the EmployeeDirector, cash having a sufficient value to the extent necessary to satisfy any tax withholding obligations obligation that may arise with respect to the Company determines cannot be satisfied through the withholding Restricted Stock Units prior to payment of otherwise deliverable Sharesvested Restricted Stock Units. All income and other taxes related to the Performance Shares this award of Restricted Stock Units and any Shares delivered in payment thereof are the sole responsibility of the EmployeeDirector. By accepting this award, the Employee Director expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this Paragraph 8. Rights as Stockholder. Neither the Director nor any person claiming under or through the Director will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Director. Except as provided in paragraph 911, after such issuance, recordation, and delivery, the Director will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition 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, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the minimum 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 employing Subsidiary) has minimum amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Participant. 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 3, 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 Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment (i) The Grantee shall be liable for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay any and all federal, state, local and foreign incomeor non-US taxes applicable to the Grantee, including, without limitation, withholding taxes, social insurancesecurity/national insurance contributions and employment taxes, employment and any other applicable taxes arising out of this grant of Performance Shares, the issuance of Common Shares as payment for earned Performance Shares hereunder or the payment of cash for earned Performance Shares. In the event that the Corporation or the Grantee's employer (the “Employer”) is required to be withheld by withhold taxes as a result of the Company grant of the Performance Shares, the issuance of Common Shares as payment for earned Performance Shares or the employing Subsidiary with respect to the payment of cash for earned Performance Shares, unless the CompanyGrantee shall at the election of the Corporation, in its sole discretion, either requires or otherwise permits (i) surrender a sufficient number of whole Common Shares, having a Market Value per Share on the Employee to make alternate arrangements satisfactory date such Performance Shares become taxable equal to the Company amount of such taxes, or (ii) make a cash payment, as necessary to cover all applicable required withholding taxes and required social security/national insurance contributions on the date such Performance Shares become taxable, unless the Corporation, in its sole discretion, has established alternative procedures for such withholdings payment. If the number of shares required to cover all applicable withholding taxes and required social security/national insurance contributions includes a fractional share, then Grantee shall deliver cash in advance lieu of such fractional share. All matters with respect to the arising total amount to be withheld shall be determined by the Corporation in its sole discretion. (ii) Regardless of any action the Corporation or the Grantee's Employer takes with respect to any or all income tax, social security/national insurance, payroll tax, payment on account or other tax-related withholding obligations(“Tax-Related Items”), the Grantee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by him is and remains the Grantee's responsibility and that the Corporation and or the Employer (i) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this grant of Performance Shares, including the grant of Performance Shares, the issuance of Common Shares as payment for earned Performance Shares, the payment of cash for earned Performance Shares or the subsequent sale of any Common Shares issued hereunder and receipt of any dividends; and (ii) do not commit to structure the terms or any aspect of this grant of Performance Shares to reduce or eliminate the Grantee's liability for Tax-Related Items. The number Grantee shall pay the Corporation or the Employer any amount of Shares withheld pursuant Tax-Related Items that the Corporation or the Employer may be required to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation withhold as a result of such rounding. Notwithstanding any contrary provision the Grantee's participation in the Plan or the Grantee's grant of this AgreementPerformance Shares, no the Common Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to payment for earned Performance Shares or the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations for earned Performance Shares that the Company determines cannot be satisfied through by the withholding means previously described above in Section 7(a). The Corporation may refuse to issue Common Shares as payment of otherwise deliverable Shares. All income and other taxes related to the earned Performance Shares award and any Shares delivered related thereto if the Grantee fails to comply with the Grantee's obligations in payment thereof are connection with the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Tax-Related Items.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the The Company (or the employing SubsidiaryAffiliate) will withhold a portion of the Shares that have an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, including, without limitation, (a) all federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes that are required to be withheld by the Company or the employing Subsidiary Affiliate, (b) the Employee’s and, to the extent required by the Company (or the employing Affiliate), the Company’s (or the employing Affiliate’s) fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the Award and the Shares issued thereunder, and (c) all other taxes or social insurance liabilities with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits which the Employee has agreed to make alternate arrangements satisfactory to bear responsibility (together, the Company for such withholdings in advance of the arising of any withholding obligations“Tax Obligations”). The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation Tax Obligation as a result of such rounding. Notwithstanding the foregoing, the Company, in its sole discretion, may require the Employee to make alternate arrangements satisfactory to the Company for such withholdings or remittances in advance of the arising of any remittance obligations to which the Employee has agreed or any withholding obligations. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) will have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing SubsidiaryAffiliate) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable SharesShares or that are due prior to the issuance of Shares under the Restricted Stock award. All income and other taxes Tax Obligations related to the Performance Shares Restricted Stock award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this awardFurther, the Employee expressly consents to the withholding of Shares and to shall be bound by any additional cash withholding as provided for requirements included in the Notice of Grant of this paragraph 9Agreement.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the The Company (or the employing Subsidiary) will withhold a portion of the Shares payment due with respect to vested Stock Units that have has an aggregate market value sufficient to pay the federal, state, and local and foreign income, social insuranceemployment, employment and any other applicable taxes taxes, if any, required to be withheld by the Company or the employing Subsidiary with respect to the SharesCompany, unless the Company, in its sole discretion, either requires or otherwise permits the Employee Director to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares payment will be issued made to the Director (or his or her beneficiary or estate) for Stock Units unless and until satisfactory arrangements (as determined by the CompanyCommittee) have been made by the Employee Director with respect to the payment of any income and other taxes which that the Company determines must be withheld or collected with respect to such Sharesthe Director’s vested Stock Units. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the EmployeeDirector, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares this Stock Unit award and any Shares delivered in payment thereof are the sole responsibility of the EmployeeDirector. By accepting this award, the Employee Director expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Section 7.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares Restricted Stock will be issued released by the Escrow Agent from escrow unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee Grantee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Grantee to satisfy such tax withholding obligation, in whole or in part by one or more of the following (without limitation): (A) paying cash, (B) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum amount required to be withheld, (C) delivering to the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable already vested and owned Shares having a Fair Market value equal to the Employeeamount required to be withheld, cash having or (D) selling a sufficient value number of such Shares otherwise deliverable to satisfy Grantee 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. If the Grantee fails to make satisfactory arrangements for the payment of any required tax withholding obligations that hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to paragraph 3, the Grantee will permanently forfeit such Shares and the Shares will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesPSAs, the Company (or the employing Subsidiary) will may withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award PSAs and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph Section 9.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Awardee, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Awardee with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Awardee 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 Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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 Awardee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Awardee. If Awardee 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 4 or 5, Awardee will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the The Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay the minimum federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares Restricted Stock will be issued released by the Escrow Agent from escrow unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares Restricted Stock award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 97.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will may withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Section 8.

Withholding of Taxes. When Shares are issued cash is delivered as payment for vested Performance SharesUnits or, in the discretion of the Company, at such earlier time as the Tax Obligations (defined below) are due, the Company (or the employing Subsidiary) will withhold a portion of the Shares Performance Units that have an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Performance Units, including, without limitation, (a) all federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes that are required to be withheld by the Company or the employing Subsidiary Subsidiary, (b) the Participant’s and, to the extent required by the Company (or the employing Subsidiary), the Company’s (or the employing Subsidiary’s) fringe benefit tax liability, if any, associated with the grant, vesting, or settlement of the Performance Units awarded and the cash paid thereunder, and (c) all other taxes or social insurance liabilities with respect to which the SharesParticipant has agreed to bear responsibility (collectively, unless the “Tax Obligations”). Notwithstanding the foregoing, the Company, in its sole discretion, either requires or otherwise permits may require the Employee Participant to make alternate arrangements satisfactory to the Company for such withholdings Tax Obligations in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such roundingTax Obligations. Notwithstanding any contrary provision of this Award Agreement, no Shares Performance Units will be issued settled through the payment of cash or otherwise unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee Participant with respect to the payment of any income and other taxes which Tax Obligations that the Company determines must be withheld or collected with respect to such SharesPerformance Units. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the EmployeeParticipant, cash having a sufficient value to satisfy any tax withholding obligations Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Sharescash in settlement of the Performance units or that are due prior to the settlement of Performance Units under the Performance Units award. All income and other taxes Tax Obligations related to the Performance Shares Units award and any Shares amounts delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Participant.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesRestricted Stock Units, the Company (or the employing Subsidiary) will shall withhold a portion of the Shares that have an aggregate market value sufficient to pay the minimum federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will shall be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares Restricted Stock Unit award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition 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 Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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 employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that 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. To the extent determined appropriate by the Company determines canin its discretion, it will have the right (but not be satisfied the obligation) to satisfy any tax withholding obligations through the use of the method described in (d) above. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding of obligations hereunder at the time any applicable Performance Stock Units otherwise deliverable Shares. All income and other taxes are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Performance Stock Units otherwise are due, Participant will permanently forfeit such Performance Stock Units and any right to receive Shares thereunder and the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents Stock Units will be returned to the withholding of Shares and Company at no cost to any additional cash withholding as provided for in this paragraph 9the Company.