Common use of Withholding; Tax Matters Clause in Contracts

Withholding; Tax Matters. (a) The Company may, and the Participant hereby authorizes the Company to, deduct an amount sufficient to satisfy all federal, state and local withholding tax requirements arising in connection with this Award, from payments of any kind by the Company or its subsidiaries to which the Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation. Alternatively the Participant may elect to remit to the Company by check an amount sufficient to satisfy any federal, state or local withholding tax requirements, prior to the delivery of Shares pursuant to Section 2 hereof. As another alternative, the Participant may, with respect to withholding taxes that are due upon vesting of RSUs or delivery of Shares, elect, prior to the vesting of any RSUs subject to this Award, to irrevocably instruct the financial institution to which the underlying Shares will be delivered upon vesting, prior to vesting (x) to sell on behalf of Participant immediately on vesting a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes and provide the Company, prior to the applicable vesting date, with notice of such election (including a copy of such instructions). Notwithstanding the foregoing, if Participant fails to either provide the check or, if applicable, provide the irrevocable sale instructions described in the preceding sentence, in each case by the date any withholding tax with respect to any RSUs or underlying Shares is due, the Company shall, and Participant hereby authorizes the Company to, irrevocably instruct the financial institution to which the Shares will be delivered upon the related RSUs vesting (x) to sell on behalf of Participant immediately on the RSUs vesting a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes. Participant acknowledges that in the event the preceding sentence applies, the Company shall act in its sole discretion without any liability to the Participant resulting from the action or the timing under which the Company carries out the action. (b) The Company reserves the right to make whatever further arrangements it deems appropriate for the withholding of taxes in connection with any transaction contemplated by this Agreement or the Plan, including, without limitation, providing for payments of withholding taxes by deducting amounts required to be withheld, plus interest thereon, from payments of any kind by the Company or any of its subsidiaries to which Participant would otherwise be entitled.

Withholding; Tax Matters. (a) The Participant acknowledges that the Company mayshall require the Participant to pay the Company in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by the Company to such authority for the account of the Participant, and the Participant hereby authorizes the Company toagrees, deduct an amount sufficient to satisfy all federal, state and local withholding tax requirements arising in connection with this Award, from payments of any kind by the Company or its subsidiaries to which the Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation. Alternatively the Participant may elect to remit as a condition to the Company by check an amount sufficient to satisfy any federal, state or local withholding tax requirements, prior to grant of the Award and delivery of the Shares pursuant to Section 2 hereof. As another alternativeor any other benefit, the Participant may, with respect to withholding taxes that are due upon vesting of RSUs or delivery of Shares, elect, prior to the vesting of any RSUs subject to this Award, to irrevocably instruct the financial institution to which the underlying Shares will be delivered upon vesting, prior to vesting (x) to sell on behalf of Participant immediately on vesting a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes and provide the Company, prior to the applicable vesting date, with notice of such election (including a copy of such instructions)obligations. Notwithstanding the foregoing, if the Administrator may in its discretion establish procedures to require or permit the Participant fails to either provide satisfy such obligations in whole or in part, and any local, state, federal, foreign or other income tax obligation relating to the check orAward, if applicable, provide by delivery to the irrevocable sale instructions described in the preceding sentence, in each case Company of shares of Common Stock held by the date any withholding tax with respect Participant (which are fully vested and not subject to any RSUs pledge or underlying Shares is due, other security interest) and/or by the Company shall, and Participant hereby authorizes withholding shares of Common Stock from the Company to, irrevocably instruct the financial institution Shares to which the Shares will be delivered upon the related RSUs vesting (x) to sell on behalf of Participant immediately on the RSUs vesting a sufficient is otherwise entitled. The number of Shares to produce funds be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to, but not exceeding (unless otherwise permitted by the Administrator in a manner in accordance with Applicable Law and applicable accounting principles), the amount of such obligations being satisfied. Such withholding obligations shall be subject to such terms and procedures as may be established by the Administrator, provided, however, that if any sell-to-cover or similar program shall be approved by the Administrator in connection with the Plan, the Participant shall be permitted to satisfy the Participant’s withholding obligations by participating in such program, subject to compliance with the Company’s Xxxxxxx Xxxxxxx Policy and any federalother applicable laws, state or local withholding tax requirements regulations, and (y) to pay such funds over to the Company to satisfy such taxes. Participant acknowledges that in the event the preceding sentence applies, the Company shall act in its sole discretion without any liability to the Participant resulting from the action or the timing under which the Company carries out the actionpolicies. (b) The Company reserves the right to make whatever further arrangements it deems appropriate Participant acknowledges that he is solely responsible and liable for the withholding satisfaction of all taxes and penalties that may arise in connection with the Award (including but not limited to any transaction taxes arising under Code Section 409A), and the Company shall not have any obligation to indemnify or otherwise hold the Participant harmless from any or all such taxes. The Participant further acknowledges that the Company has made no warranties or representations to the Participant with respect to the tax consequences (including, but not limited to, income tax consequences) related to the transactions contemplated by this Agreement or Agreement, and the Plan, including, without limitation, providing for payments of withholding taxes by deducting amounts required to be withheld, plus interest thereon, from payments of any kind by Participant is in no manner relying on the Company or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences upon the grant or vesting of the Award and/or the acquisition or disposition of the Shares or any of its subsidiaries other benefit related to which the Award and that the Participant would otherwise be entitledhas been advised that he should consult with his own attorney, accountant and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that the Company has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

Withholding; Tax Matters. (a) The Company may, and the Participant hereby authorizes the Company to, deduct an amount sufficient to satisfy all federal, state and local withholding tax requirements arising in connection with this Award, from payments of any kind by the Company or its subsidiaries to which the Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation. Alternatively the Participant may elect to remit to the Company by check an amount sufficient to satisfy any federal, state or local withholding tax requirements, prior to the delivery of Shares pursuant to Section 2 hereof. As another alternative, the Participant may, with respect to withholding taxes that are due upon vesting of RSUs or delivery of Shares, elect, prior to the vesting of any RSUs subject to this Award, to irrevocably instruct the financial institution to which the underlying Shares will be delivered upon vesting, prior to vesting (x) to sell on behalf of Participant immediately on vesting a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes and provide the Company, prior to the applicable vesting date, with notice of such election (including a copy of such instructions). Notwithstanding the foregoing, if Participant fails to either provide the check described in the prior sentence or, if applicable, provide the irrevocable sale instructions described in the preceding sentence, in each case by the date any withholding tax with respect to any RSUs or underlying Shares is due, the Company shall, and Participant hereby authorizes the Company to, either (i) withhold delivery of underlying Shares or deduct amounts required to be withheld from payments of any kind by the Company or its subsidiaries to which Participant would otherwise be entitled, including without limitation salary, bonus and other compensation or (ii) to irrevocably instruct the financial institution to which the Shares will be delivered upon the related RSUs vesting (x) to sell on behalf of Participant immediately on the RSUs vesting a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes. Participant acknowledges that in the event the preceding sentence applies, the Company shall act elect either option contained therein in its sole discretion without any liability to the Participant resulting from the action option the Company selects or the timing under which the Company makes and carries out the actionelection. (b) The Company reserves the right to make whatever further arrangements it deems appropriate for the withholding of taxes in connection with any transaction contemplated by this Agreement or the Plan, including, without limitation, providing for payments of withholding taxes by deducting amounts required to be withheld, plus interest thereon, from payments of any kind by the Company or any of its subsidiaries to which Participant would otherwise be entitled.

Withholding; Tax Matters. (a) The Company may, and the Participant hereby authorizes the Company to, deduct an amount sufficient determined by the Company up to the maximum respective statutory rates to satisfy all federal, state and local withholding tax requirements arising in connection with this Award, from payments of any kind by the Company or its subsidiaries to which the Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation. Alternatively the Alternatively, with respect to RSUs that have vested and, if applicable, any Designated Deferral Date has been reached, Participant may elect (i) to remit to the Company by check an amount sufficient to satisfy any federal, state or local withholding tax requirements, prior to the delivery of Shares pursuant to Section 2 hereof. As another alternative, or (ii) to surrender to the Participant mayCompany (via an instruction, with respect given to withholding taxes that are due upon vesting of RSUs or delivery of Shares, elect, the Company prior to the vesting delivery of any RSUs subject Shares pursuant to this AwardSection 2, to irrevocably instruct the financial institution to which the deduct from delivery of Shares underlying Shares will be delivered upon vesting, prior to vesting (xvested RSUs) to sell on behalf of Participant immediately on vesting a sufficient number of Shares underlying the vested RSUs with a market value, as determined by the Company, equal to produce funds to satisfy any the amount of the federal, state or local withholding tax requirements and requirement (y) to pay such funds over which may be up to the Company maximum respective statutory rates); provided that the Committee, in its sole discretion, may at any time prohibit the Participant from utilizing the method to satisfy such provide for withholding taxes and provide the Company, prior to the applicable vesting date, with notice of such election specified in this clause (including a copy of such instructionsii). Notwithstanding the foregoingHowever, if Participant fails to either provide the check or, if applicable, provide the irrevocable sale instructions share deduction instruction described in the preceding prior sentence, in each case by the date any withholding tax with respect to any RSUs or underlying Shares is due, the Company shall, and Participant hereby authorizes the Company to, irrevocably instruct the financial institution to which the withhold delivery of underlying Shares will be delivered upon the related RSUs vesting (x) to sell on behalf of Participant immediately on the RSUs vesting a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to deduct amounts determined by the Company to satisfy such taxesbe withheld up to the maximum statutory rates from payments of any kind by the Company or its subsidiaries to which Participant would otherwise be entitled, including without limitation salary, bonus and other compensation. Participant acknowledges that in the event the preceding sentence applies, the Company shall act in its sole discretion without any liability to the Participant resulting from the action or the timing under which the Company carries out the action. Notwithstanding the above, FICA and Medicare tax withholding due upon vesting of RSUs which occurs prior to a distribution event under Article 3 or a Designated Deferral Date shall be effected by deducting from such RSUs a number of Shares underlying the vested portion of such RSUs with a market value, as determined by the Company, equal to the amount of the FICA and Medicare tax withholding liability due or, alternatively in the sole discretion of the Company which shall be applied on a uniform basis to all such RSUs vesting on the same date, by requiring that either Participant remit to the Company by check an amount sufficient to satisfy any such FICA and Medicare tax withholding or that such tax withholding liability will be satisfied from other payments to which the Participant is entitled. (b) The Company reserves the right to make whatever further arrangements it deems appropriate for the withholding of taxes in connection with any transaction contemplated by this Agreement or the Plan, including, without limitation, providing for payments of withholding taxes by deducting amounts required to be withheld, plus interest thereon, from payments of any kind by the Company or any of its subsidiaries to which Participant would otherwise be entitled.

Withholding; Tax Matters. (a) The Company may, and the Participant hereby authorizes the Company to, deduct an amount sufficient to satisfy all federal, state and local withholding tax requirements arising in connection with this Award, from payments of any kind by the Company or its subsidiaries to which the Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation. Alternatively the Participant may elect to remit to the Company by check an amount sufficient to satisfy any federal, state or local withholding tax requirements, prior to the delivery of Shares pursuant to Section 2 hereof. As another alternative, the Participant may, with respect to withholding taxes that are due upon vesting of RSUs or delivery of Shares, elect, prior to the vesting of any RSUs Shares subject to this Award, to irrevocably instruct the financial institution that holds such Shares, or as applicable, the financial institution to which the underlying such Shares will shall be delivered upon vesting, prior to vesting (x) to sell on behalf of Participant immediately on vesting a sufficient number of vested Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes and provide the Company, prior to the applicable vesting date, with notice of such election (including a copy of such instructions). Notwithstanding the foregoing, if Participant fails to either provide the check described in the prior sentence or, if applicable, provide the irrevocable sale instructions described in the preceding sentence, in each case by the date any withholding tax with respect to any RSUs or underlying Shares granted hereunder is due, the Company shall, and Participant hereby authorizes the Company to, either (i) withhold delivery of Shares or deduct amounts required to be withheld from payments of any kind by the Company or its subsidiaries to which Participant would otherwise be entitled, including without limitation salary, bonus and other compensation or (ii) to irrevocably instruct the financial institution to which the that will hold such Shares will be delivered upon the related RSUs immediately after vesting (x) to sell on behalf of Participant immediately on the RSUs vesting a sufficient number of vested Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes. Participant acknowledges that in the event the preceding sentence applies, the Company shall act elect either option contained therein in its sole discretion without any liability to the Participant resulting from the action option the Company selects or the timing under which the Company makes and carries out the actionelection. (b) If Participant makes the election provided under Section 83(b) of the Code to be taxed currently on the value of any Shares subject to this Award notwithstanding the restrictions placed upon such Shares (the “Section 83(b) Election”), Participant shall promptly notify the Company, shall complete, sign and return to the Company the Section 83(b) Election Form which was distributed to Participant and shall remit to the Company with such form a check in an amount sufficient to satisfy any federal, state or local withholding tax requirements. Participant acknowledges that if he or she elects to make a Section 83(b) election, Participant shall be responsible for filing the appropriate form with the IRS and notifying the Compensation department within the Company’s Finance Department within 30 days of the date of the award that Participant made a Section 83(b) election. (c) The Company reserves the right to make whatever further arrangements it deems appropriate for the withholding of taxes in connection with any transaction contemplated by this Agreement or the Plan, including, without limitation, providing for payments of withholding taxes by deducting amounts required to be withheld, plus interest thereon, from payments of any kind by the Company or any of its subsidiaries to which Participant would otherwise be entitled.

Withholding; Tax Matters. (a1) The Company may, and the Participant hereby authorizes the Company to, charge Participant’s Account (or, to the extent permitted by law, to deduct an amount sufficient to satisfy all federal, state and local withholding tax requirements arising in connection with this Award, from payments of any kind by the Company or its subsidiaries or affiliates to which the Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation) any federal, state or local taxes (including, without limitation, income taxes and Participant’s portion of any employment taxes) or other amounts determined by the Company up to the maximum respective statutory rates. Alternatively In addition, the Company may retain a sufficient amount of cash or number of shares of Common Stock to be distributed to Participant determined by the Company to cover all such withholding. Notwithstanding the forgoing, in lieu of having such withholding deducted from other amounts due, Participant may direct the Company to reduce the number of earned Performance Share Units allocated to Participant’s Account or otherwise retain a sufficient amount of cash or number of shares of Common Stock to be distributed to Participant to cover any or all such withholding. Alternatively, Participant may elect to remit to the Company by check an amount sufficient to satisfy any the federal, state or local withholding tax requirements, prior to the delivery of Shares cash or Common Stock pursuant to Section 2 3 hereof. As another alternative, the Participant may, with respect to withholding taxes acknowledges that are due upon vesting of RSUs or delivery of Shares, elect, prior to the vesting of any RSUs subject to this Award, to irrevocably instruct the financial institution to which the underlying Shares will be delivered upon vesting, prior to vesting (x) to sell on behalf of Participant immediately on vesting a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes and provide the Company, prior to the applicable vesting date, with notice of such election (including a copy of such instructions). Notwithstanding the foregoing, if Participant fails to either provide the direction or the check or, if applicable, provide the irrevocable sale instructions described in the preceding sentence, in each case by the date any withholding tax with respect to any RSUs or underlying Shares is due, the Company shall, and Participant hereby authorizes the Company to, irrevocably instruct the financial institution to which the Shares will be delivered upon the related RSUs vesting (x) to sell on behalf of Participant immediately on the RSUs vesting a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes. Participant acknowledges that in the event the preceding sentence appliesprior two sentences, the Company shall act elect the manner in which any withholding shall be made in its sole discretion without any liability to the Participant resulting from the action option the Company selects or the timing under which the Company makes and carries out the actionelection. (b2) The Company reserves To the right extent the Participant is subject to liability under section 16(b) of the Securities and Exchange Act of 1934 on the date such Common Stock is issued to Participant if Participant were to sell such shares on that day and makes an election in a timely manner under Section 83(b) of the Code to recognize income for tax purposes, Participant shall notify the Compensation department within the Company’s Finance Department within thirty (30) days of making such election. Participant acknowledges that if Participant elects to make whatever further arrangements it deems appropriate a Section 83(b) election, Participant shall be responsible for satisfying applicable IRS filing requirements with respect to such election. (3) Participant understands and agrees that the withholding Company makes no representations as to the tax consequences of taxes in connection with any transaction contemplated by this Agreement the grant of Performance Share Units hereunder or the Plan, payment of cash or Common Stock with respect thereto (including, without limitation, providing under Section 409A of the Code, if applicable). Participant is solely responsible for payments of withholding any and all income, excise or other taxes by deducting amounts required imposed on Participant with respect to be withheld, plus interest thereon, from payments of any kind by the Company or any of its subsidiaries to which Participant would otherwise be entitledAward.

Withholding; Tax Matters. (a) The Company may, and the Participant hereby authorizes the Company to, deduct an amount sufficient determined by the Company up to the maximum respective statutory rates to satisfy all federal, state and local withholding tax requirements arising in connection with this Award, from payments of any kind by the Company or its subsidiaries to which the Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation. Alternatively the Participant may elect to remit to the Company by check an amount sufficient to satisfy any federal, state or local withholding tax requirements, prior to the delivery of Shares pursuant to Section 2 hereof. As another alternative, the Participant may, with respect to withholding taxes that are due upon vesting of RSUs or delivery of Shares, elect, prior to the vesting of any RSUs subject to this Award, to irrevocably instruct the financial institution to which the underlying Shares will be delivered upon vesting, prior to vesting (x) to sell on behalf of Participant immediately on vesting a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes and provide the Company, prior to the applicable vesting date, with notice of such election (including a copy of such instructions). Notwithstanding the foregoing, if Participant fails to either provide the check or, if applicable, provide the irrevocable sale instructions described in the preceding sentence, in each case by the date any withholding tax with respect to any RSUs or underlying Shares is due, the Company shall, and Participant hereby authorizes the Company to, irrevocably instruct the financial institution to which the Shares will be delivered upon the related RSUs vesting (x) to sell on behalf of Participant immediately on the RSUs vesting a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes. Participant acknowledges that in the event the preceding sentence applies, the Company shall act in its sole discretion without any liability to the Participant resulting from the action or the timing under which the Company carries out the action. (b) The Company reserves the right to make whatever further arrangements it deems appropriate for the withholding of taxes in connection with any transaction contemplated by this Agreement or the Plan, including, without limitation, providing for payments of withholding taxes by deducting amounts required to be withheld, plus interest thereon, from payments of any kind by the Company or any of its subsidiaries to which Participant would otherwise be entitled.

Withholding; Tax Matters. (a) The Company may, and the Participant hereby authorizes the Company to, deduct an amount sufficient to satisfy all federal, state and local withholding tax requirements arising in connection with this Award, from payments of any kind by the Company or its subsidiaries to which the Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation. Alternatively the Alternatively, with respect RSUs that have vested and, if applicable, any Designated Deferral Date has been reached, Participant may elect (i) to remit to the Company by check an amount sufficient to satisfy any federal, state or local withholding tax requirements, prior to the delivery of Shares pursuant to Section 2 hereof. As another alternativehereof or (ii) if Participant is a resident of the United States at the time of vesting, or if applicable, after reaching a Designated Deferral Date, to surrender to the Participant mayCompany (via an instruction, with respect given to withholding taxes that are due upon vesting of RSUs or delivery of Shares, elect, the Company prior to the vesting delivery of any RSUs subject Shares pursuant to this AwardSection 2, to irrevocably instruct the financial institution to which the deduct from delivery of Shares underlying Shares will be delivered upon vesting, prior to vesting (xvested RSUs) to sell on behalf of Participant immediately on vesting a sufficient number of Shares underlying the vested RSUs with a market value, as determined by the Company, equal to produce funds to satisfy any the amount of the federal, state or local withholding tax requirements and requirement (y) to pay such funds over which may be limited to the Company minimum withholding requirement); provided that the Committee, in its sole discretion, may at any time prohibit the Participant from utilizing the method to satisfy such provide for withholding taxes and provide the Company, prior to the applicable vesting date, with notice of such election specified in this clause (including a copy of such instructionsii). Notwithstanding the foregoing, if Participant fails to either provide the check or, if applicable, provide the irrevocable sale instructions share deduction instruction described in the preceding prior sentence, in each case by the date any withholding tax with respect to any RSUs or underlying Shares is due, the Company shall, and Participant hereby authorizes the Company to, irrevocably instruct withhold delivery of underlying Shares or deduct amounts required to be withheld from payments of any kind by the financial institution Company or its subsidiaries to which the Shares will Participant would otherwise be delivered upon the related RSUs vesting (x) to sell on behalf of Participant immediately on the RSUs vesting a sufficient number of Shares to produce funds to satisfy any federalentitled, state or local withholding tax requirements including without limitation salary, bonus and (y) to pay such funds over to the Company to satisfy such taxesother compensation. Participant acknowledges that in the event the preceding sentence applies, the Company shall act in its sole discretion without any liability to the Participant resulting from the action or the timing under which the Company carries out the action. (b) The Company reserves the right to make whatever further arrangements it deems appropriate for the withholding of taxes in connection with any transaction contemplated by this Agreement or the Plan, including, without limitation, providing for payments of withholding taxes by deducting amounts required to be withheld, plus interest thereon, from payments of any kind by the Company or any of its subsidiaries to which Participant would otherwise be entitled.

Withholding; Tax Matters. (a) The Company may, and the Participant hereby authorizes the Company to, deduct an amount sufficient to satisfy all federal, state and local withholding tax requirements arising in connection with this Award, from payments of any kind by the Company or its subsidiaries to which the Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation. Alternatively the Participant may elect to remit to the Company by check an amount sufficient to satisfy any federal, state or local withholding tax requirements, prior to the delivery of Shares pursuant to Section 2 hereof. As another alternative, the Participant may, with respect to withholding taxes that are due upon vesting of RSUs or delivery of Shares, elect, prior to the vesting of any RSUs Shares subject to this Award, to irrevocably instruct the financial institution that holds such Shares, or as applicable, the financial institution to which the underlying such Shares will shall be delivered upon vesting, prior to vesting (x) to sell on behalf of Participant immediately on vesting a sufficient number of vested Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes and provide the Company, prior to the applicable vesting date, with notice of such election (including a copy of such instructions). Notwithstanding the foregoing, if Participant fails to either provide the check described in the prior sentence or, if applicable, provide the irrevocable sale instructions described in the preceding sentence, in each case by the date any withholding tax with respect to any RSUs or underlying Shares granted hereunder is due, the Company shall, and Participant hereby authorizes the Company to, either (i) withhold delivery of Shares or deduct amounts required to be withheld from payments of any kind by the Company or its subsidiaries to which Participant would otherwise be entitled, including without limitation salary, bonus and other compensation or (ii) to irrevocably instruct the financial institution to which the that will hold such Shares will be delivered upon the related RSUs immediately after vesting (x) to sell on behalf of Participant immediately on the RSUs vesting a sufficient number of vested Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes. Participant acknowledges that in the event the preceding sentence applies, the Company shall act in its sole discretion without any liability to the Participant resulting from the action or the timing under which the Company carries out the action. (b) The Company reserves the right to make whatever further arrangements it deems appropriate for the withholding of taxes in connection with any transaction contemplated by this Agreement or the Plan, including, without limitation, providing for payments of withholding taxes by deducting amounts required to be withheld, plus interest thereon, from payments of any kind by the Company or any of its subsidiaries to which Participant would otherwise be entitled.such

Withholding; Tax Matters. (a1) The Company may, and the Participant hereby authorizes the Company to, charge Participant’s Account (or, to the extent permitted by law, to deduct an amount sufficient to satisfy all federal, state and local withholding tax requirements arising in connection with this Award, from payments of any kind by the Company or its subsidiaries or affiliates to which the Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation) any federal, state or local taxes (including, without limitation, income taxes and Participant’s portion of any employment taxes) or other amounts determined by the Company up to the maximum respective statutory rates. Alternatively In addition, the Company may retain a sufficient amount of cash or number of shares of Common Stock to be distributed to Participant determined by the Company to cover all such withholding. Notwithstanding the forgoing, in lieu of having such withholding deducted from other amounts due, Participant may direct the Company to reduce the number of earned Performance Share Units allocated to Participant’s Account or otherwise retain a sufficient amount of cash or number of shares of Common Stock to be distributed to Participant to cover any or all such withholding. Alternatively, Participant may elect to remit to the Company by check an amount sufficient to satisfy any the federal, state or local withholding tax requirements, prior to the delivery of Shares cash or Common Stock pursuant to Section 2 3 hereof. As another alternative, the Participant may, with respect to withholding taxes acknowledges that are due upon vesting of RSUs or delivery of Shares, elect, prior to the vesting of any RSUs subject to this Award, to irrevocably instruct the financial institution to which the underlying Shares will be delivered upon vesting, prior to vesting (x) to sell on behalf of Participant immediately on vesting a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes and provide the Company, prior to the applicable vesting date, with notice of such election (including a copy of such instructions). Notwithstanding the foregoing, if Participant fails to either provide the direction or the check or, if applicable, provide the irrevocable sale instructions described in the preceding sentence, in each case by the date any withholding tax with respect to any RSUs or underlying Shares is due, the Company shall, and Participant hereby authorizes the Company to, irrevocably instruct the financial institution to which the Shares will be delivered upon the related RSUs vesting (x) to sell on behalf of Participant immediately on the RSUs vesting a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes. Participant acknowledges that in the event the preceding sentence appliesprior two sentences, the Company shall act elect the manner in which any withholding shall (2) be made in its sole discretion without any liability to the Participant resulting from the action option the Company selects or the timing under which the Company makes and carries out the actionelection. (b3) The Company reserves To the right extent the Participant is subject to liability under section 16(b) of the Securities and Exchange Act of 1934 on the date such Common Stock is issued to Participant if Participant were to sell such shares on that day and makes an election in a timely manner under Section 83(b) of the Code to recognize income for tax purposes, Participant shall notify the Compensation department within the Company’s Finance Department within thirty (30) days of making such election. Participant acknowledges that if Participant elects to make whatever further arrangements it deems appropriate a Section 83(b) election, Participant shall be responsible for the withholding of taxes in connection satisfying applicable IRS filing requirements with any transaction contemplated by this Agreement or the Plan, including, without limitation, providing for payments of withholding taxes by deducting amounts required respect to be withheld, plus interest thereon, from payments of any kind by the Company or any of its subsidiaries to which Participant would otherwise be entitledsuch election.

Withholding; Tax Matters. (a) The Company may, and the Participant hereby authorizes the Company to, deduct an amount sufficient to satisfy all federal, state and local withholding tax requirements arising in connection with this Award, from payments of any kind by the Company or its subsidiaries to which the Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation. Alternatively the Participant may elect to will remit to the Company by check an amount sufficient to satisfy any federal, state or local withholding tax requirements, prior to the delivery of Shares pursuant to Section 2 hereof. As another alternative, the Participant mayAlternatively, with respect to withholding taxes that are due upon vesting of RSUs or delivery of Shares, Participant may elect, prior to the vesting of any RSUs Shares subject to this Award, to irrevocably instruct the financial institution to which the underlying that holds such Shares will be delivered upon vesting, prior to vesting (x) to sell on behalf of Participant immediately on vesting a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes and provide the Company, prior to the applicable vesting date, with notice of such election (including a copy of such instructions). Notwithstanding the foregoing, if Participant fails to either provide the check or, if applicable, provide the irrevocable sale instructions described in the preceding sentence, in each case by the date any withholding tax with respect to any RSUs or underlying Shares is due, the Company shall, and Participant hereby authorizes the Company to, irrevocably instruct the financial institution to which the Shares will be delivered upon the related RSUs vesting (x) to sell on behalf of Participant immediately on the RSUs vesting a sufficient number of vested Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes. If Participant acknowledges that fails to either provide the check described in the event prior sentence or, if applicable, provide the irrevocable sale instructions described in the preceding sentence appliessentence, in each case by the date any withholding tax with respect to any Shares granted hereunder is due, the Company shall act in its sole discretion without any liability to the will, and Participant resulting from the action or the timing under which hereby authorizes the Company carries out to, withhold delivery of Shares or deduct amounts required to be withheld from payments of any kind by the actionCompany or its subsidiaries to which Participant would otherwise be entitled, including without limitation salary, bonus and other compensation. (b) If Participant makes the election provided under Section 83(b) of the Code to be taxed currently on the value of any Shares subject to this Award notwithstanding the restrictions placed upon such Shares (the "Section 83(b) Election"), Participant will promptly notify the Company, will complete, sign and return to the Company the Section 83(b) Election Form which was distributed to Participant and will remit to the Company with such form a check in an amount sufficient to satisfy any federal, state or local withholding tax requirements. Participant acknowledges that if he or she elects to make a Section 83(b) election, Participant will be responsible for filing the appropriate form with the IRS and notifying the Compensation department within the Company's Finance Department within 30 days of the date of the award that Participant made a Section 83(b) election. (c) The Company reserves the right to make whatever further arrangements it deems appropriate for the withholding of taxes in connection with any transaction contemplated by this Agreement or the Plan, including, without limitation, providing for payments of withholding taxes by deducting amounts required to be withheld, plus interest thereon, from payments of any kind by the Company or any of its subsidiaries to which Participant would otherwise be entitled.

Withholding; Tax Matters. (a) The Participant acknowledges that the Company mayshall require the Participant to pay the Company in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by the Company to such authority for the account of the Participant, and the Participant hereby authorizes the Company toagrees, deduct an amount sufficient to satisfy all federal, state and local withholding tax requirements arising in connection with this Award, from payments of any kind by the Company or its subsidiaries to which the Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation. Alternatively the Participant may elect to remit as a condition to the Company by check an amount sufficient to satisfy any federal, state or local withholding tax requirements, prior to grant of the Option and delivery of the Shares pursuant to Section 2 hereof. As another alternativeor any other benefit, the Participant may, with respect to withholding taxes that are due upon vesting of RSUs or delivery of Shares, elect, prior to the vesting of any RSUs subject to this Award, to irrevocably instruct the financial institution to which the underlying Shares will be delivered upon vesting, prior to vesting (x) to sell on behalf of Participant immediately on vesting a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes and provide the Company, prior to the applicable vesting date, with notice of such election (including a copy of such instructions)obligations. Notwithstanding the foregoing, if the Administrator may in its discretion establish procedures to require or permit the Participant fails to either provide satisfy such obligations in whole or in part, and any local, state, federal, foreign or other income tax obligation relating to the check orOption, if applicable, provide by delivery to the irrevocable sale instructions described in the preceding sentence, in each case Company of shares of Common Stock held by the date any withholding tax with respect Participant (which are fully vested and not subject to any RSUs pledge or underlying Shares is due, other security interest) and/or by the Company shall, and Participant hereby authorizes withholding shares of Common Stock from the Company to, irrevocably instruct the financial institution Shares to which the Shares will be delivered upon the related RSUs vesting (x) to sell on behalf of Participant immediately on the RSUs vesting a sufficient is otherwise entitled. The number of Shares to produce funds be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to, but not exceeding (unless otherwise permitted by the Administrator in a manner in accordance with Applicable Law and applicable accounting principles), the amount of such obligations being satisfied. Such withholding obligations shall be subject to such terms and procedures as may be established by the Administrator, provided, however, that if any sell-to-cover or similar program shall be approved by the Administrator in connection with the Plan, the Participant shall be permitted to satisfy the Participant’s withholding obligations by participating in such program, subject to compliance with the Company’s Xxxxxxx Xxxxxxx Policy and any federalother applicable laws, state or local withholding tax requirements regulations, and (y) to pay such funds over to the Company to satisfy such taxes. Participant acknowledges that in the event the preceding sentence applies, the Company shall act in its sole discretion without any liability to the Participant resulting from the action or the timing under which the Company carries out the actionpolicies. (b) The Company reserves the right to make whatever further arrangements it deems appropriate Participant acknowledges that he is solely responsible and liable for the withholding satisfaction of all taxes and penalties that may arise in connection with the Option (including but not limited to any transaction taxes arising under Code Section 409A), and the Company shall not have any obligation to indemnify or otherwise hold the Participant harmless from any or all such taxes. The Participant further acknowledges that the Company has made no warranties or representations to the Participant with respect to the tax consequences (including, but not limited to, income tax consequences) related to the transactions contemplated by this Agreement or Agreement, and the Plan, including, without limitation, providing for payments of withholding taxes by deducting amounts required to be withheld, plus interest thereon, from payments of any kind by Participant is in no manner relying on the Company or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences upon the grant of the Option and/or the acquisition or disposition of the Shares or any of its subsidiaries other benefit related to which the Option and that the Participant would otherwise be entitledhas been advised that he consult with his own attorney, accountant and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that the Company has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

Withholding; Tax Matters. (a) The Company may, and the Participant hereby authorizes the Company to, deduct an amount sufficient determined by the Company up to the maximum respective statutory rates to satisfy all federal, state and local withholding tax requirements arising in connection with this Award, from payments of any kind by the Company or its subsidiaries to which the Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation. Alternatively the Alternatively, with respect RSUs that have vested and, if applicable, any Designated Deferral Date has been reached, Participant may elect (i) to remit to the Company by check an amount sufficient to satisfy any federal, state or local withholding tax requirements, prior to the delivery of Shares pursuant to Section 2 hereof. As another alternativehereof or (ii) if Participant is a resident of the United States at the time of vesting, or if applicable, after reaching a Designated Deferral Date, to surrender to the Participant mayCompany (via an instruction, with respect given to withholding taxes that are due upon vesting of RSUs or delivery of Shares, elect, the Company prior to the vesting delivery of any RSUs subject Shares pursuant to this AwardSection 2, to irrevocably instruct the financial institution to which the deduct from delivery of Shares underlying Shares will be delivered upon vesting, prior to vesting (xvested RSUs) to sell on behalf of Participant immediately on vesting a sufficient number of Shares underlying the vested RSUs with a market value, as determined by the Company, equal to produce funds to satisfy any the amount of the federal, state or local withholding tax requirements and requirement (y) to pay such funds over which may be up to the Company maximum respective statutory rates); provided that the Committee, in its sole discretion, may at any time prohibit the Participant from utilizing the method to satisfy such provide for withholding taxes and provide the Company, prior to the applicable vesting date, with notice of such election specified in this clause (including a copy of such instructionsii). Notwithstanding the foregoingHowever, if Participant fails to either provide the check or, if applicable, provide the irrevocable sale instructions share deduction instruction described in the preceding prior sentence, in each case by the date any withholding tax with respect to any RSUs or underlying Shares is due, the Company shall, and Participant hereby authorizes the Company to, irrevocably instruct the financial institution to which the withhold delivery of underlying Shares will be delivered upon the related RSUs vesting (x) to sell on behalf of Participant immediately on the RSUs vesting a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to deduct amounts determined by the Company to satisfy such taxesbe withheld up to the maximum statutory rates from payments of any kind by the Company or its subsidiaries to which Participant would otherwise be entitled, including without limitation salary, bonus and other compensation. Participant acknowledges that in the event the preceding sentence applies, the Company shall act in its sole discretion without any liability to the Participant resulting from the action or the timing under which the Company carries out the action. Notwithstanding the above, FICA and Medicare tax withholding due upon vesting of RSUs which occurs prior to a distribution event under Article 3 or a Designated Deferral Date shall be effected by deducting from such RSUs a number of Shares underlying the vested portion of such RSUs with a market value, as determined by the Company, equal to the amount of the FICA and Medicare tax withholding liability due or, alternatively in the sole discretion of the Company which shall be applied on a uniform basis to all such RSUs vesting on the same date, by requiring that either Participant remit to the Company by check an amount sufficient to satisfy any such FICA and Medicare tax withholding or that such tax withholding liability will be satisfied from other payments to which the Participant is entitled. (b) The Company reserves the right to make whatever further arrangements it deems appropriate for the withholding of taxes in connection with any transaction contemplated by this Agreement or the Plan, including, without limitation, providing for payments of withholding taxes by deducting amounts required to be withheld, plus interest thereon, from payments of any kind by the Company or any of its subsidiaries to which Participant would otherwise be entitled.

Withholding; Tax Matters. (a) The Company may, and the Participant hereby authorizes the Company to, deduct an amount sufficient to satisfy all federal, state and local withholding tax requirements arising in connection with this Award, from payments of any kind by the Company or its subsidiaries to which the Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation. Alternatively the Alternatively, with respect RSUs that have vested and, if applicable, any Designated Deferral Date has been reached, Participant may elect (i) to remit to the Company by check an amount sufficient to satisfy any federal, state or local withholding tax requirements, prior to the delivery of Shares pursuant to Section 2 hereof. As another alternativehereof or (ii) if Participant is a resident of the United States at the time of vesting, or if applicable, after reaching a Designated Deferral Date, to surrender to the Participant mayCompany (via an instruction, with respect given to withholding taxes that are due upon vesting of RSUs or delivery of Shares, elect, the Company prior to the vesting delivery of any RSUs subject Shares pursuant to this AwardSection 2, to irrevocably instruct the financial institution to which the deduct from delivery of Shares underlying Shares will be delivered upon vesting, prior to vesting (xvested RSUs) to sell on behalf of Participant immediately on vesting a sufficient number of Shares underlying the vested RSUs with a market value, as determined by the Company, equal to produce funds to satisfy any the amount of the federal, state or local withholding tax requirements and requirement (y) to pay such funds over which may be limited to the Company minimum withholding requirement); provided that the Committee, in its sole discretion, may at any time prohibit the Participant from utilizing the method to satisfy such provide for withholding taxes and provide the Company, prior to the applicable vesting date, with notice of such election specified in this clause (including a copy of such instructionsii). Notwithstanding the foregoingHowever, if Participant fails to either provide the check or, if applicable, provide the irrevocable sale instructions share deduction instruction described in the preceding prior sentence, in each case by the date any withholding tax with respect to any RSUs or underlying Shares is due, the Company shall, and Participant hereby authorizes the Company to, irrevocably instruct withhold delivery of underlying Shares or deduct amounts required to be withheld from payments of any kind by the financial institution Company or its subsidiaries to which the Shares will Participant would otherwise be delivered upon the related RSUs vesting (x) to sell on behalf of Participant immediately on the RSUs vesting a sufficient number of Shares to produce funds to satisfy any federalentitled, state or local withholding tax requirements including without limitation salary, bonus and (y) to pay such funds over to the Company to satisfy such taxesother compensation. Participant acknowledges that in the event the preceding sentence applies, the Company shall act in its sole discretion without any liability to the Participant resulting from the action or the timing under which the Company carries out the action. Notwithstanding the above, FICA and Medicare tax withholding due upon vesting of RSUs which occurs prior to a distribution event under Article 3 or a Designated Deferral Date shall be effected by deducting from such RSUs a number of Shares underlying the vested portion of such RSUs with a market value, as determined by the Company, equal to the amount of the FICA and Medicare tax withholding liability due or, alternatively in the sole discretion of the Company which shall be applied on a uniform basis to all such RSUs vesting on the same date, by requiring that either Participant remit to the Company by check an amount sufficient to satisfy any such FICA and Medicare tax withholding or that such tax withholding liability will be satisfied from other payments to which the Participant is entitled. (b) The Company reserves the right to make whatever further arrangements it deems appropriate for the withholding of taxes in connection with any transaction contemplated by this Agreement or the Plan, including, without limitation, providing for payments of withholding taxes by deducting amounts required to be withheld, plus interest thereon, from payments of any kind by the Company or any of its subsidiaries to which Participant would otherwise be entitled.

Withholding; Tax Matters. (a) The Participant acknowledges that the Company mayshall require the Participant to pay the Company in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by the Company to such authority for the account of the Participant, and the Participant hereby authorizes the Company toagrees, deduct an amount sufficient to satisfy all federal, state and local withholding tax requirements arising in connection with this Award, from payments of any kind by the Company or its subsidiaries to which the Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation. Alternatively the Participant may elect to remit as a condition to the Company by check an amount sufficient to satisfy any federal, state or local withholding tax requirements, prior to grant of the Option and delivery of the Shares pursuant to Section 2 hereof. As another alternativeor any other benefit, the Participant may, with respect to withholding taxes that are due upon vesting of RSUs or delivery of Shares, elect, prior to the vesting of any RSUs subject to this Award, to irrevocably instruct the financial institution to which the underlying Shares will be delivered upon vesting, prior to vesting (x) to sell on behalf of Participant immediately on vesting a sufficient number of Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes and provide the Company, prior to the applicable vesting date, with notice of such election (including a copy of such instructions)obligations. Notwithstanding the foregoing, if the Administrator may in its discretion establish procedures to require or permit the Participant fails to either provide satisfy such obligations in whole or in part, and any local, state, federal, foreign or other income tax obligation relating to the check orOption, if applicable, provide by delivery to the irrevocable sale instructions described in the preceding sentence, in each case Company of shares of Common Stock held by the date any withholding tax with respect Participant (which are fully vested and not subject to any RSUs pledge or underlying Shares is due, other security interest) and/or by the Company shall, and Participant hereby authorizes withholding shares of Common Stock from the Company to, irrevocably instruct the financial institution Shares to which the Shares will be delivered upon the related RSUs vesting (x) to sell on behalf of Participant immediately on the RSUs vesting a sufficient is otherwise entitled. The number of Shares to produce funds be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to, but not exceeding (unless otherwise permitted by the Administrator in a manner in accordance with Applicable Law and applicable accounting principles), the amount of such obligations being satisfied. Such withholding obligations shall be subject to such terms and procedures as may be established by the Administrator, provided, however, that if any sell-to-cover or similar program shall be approved by the Administrator in connection with the Plan, the Participant shall be permitted to satisfy the Participant’s withholding obligations by participating in such program, subject to compliance with the Company’s Ixxxxxx Xxxxxxx Policy and any federalother applicable laws, state or local withholding tax requirements regulations, and (y) to pay such funds over to the Company to satisfy such taxes. Participant acknowledges that in the event the preceding sentence applies, the Company shall act in its sole discretion without any liability to the Participant resulting from the action or the timing under which the Company carries out the actionpolicies. (b) The Company reserves the right to make whatever further arrangements it deems appropriate Participant acknowledges that he is solely responsible and liable for the withholding satisfaction of all taxes and penalties that may arise in connection with the Option (including but not limited to any transaction taxes arising under Code Section 409A), and the Company shall not have any obligation to indemnify or otherwise hold the Participant harmless from any or all such taxes. The Participant further acknowledges that the Company has made no warranties or representations to the Participant with respect to the tax consequences (including, but not limited to, income tax consequences) related to the transactions contemplated by this Agreement or Agreement, and the Plan, including, without limitation, providing for payments of withholding taxes by deducting amounts required to be withheld, plus interest thereon, from payments of any kind by Participant is in no manner relying on the Company or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences upon the grant of the Option and/or the acquisition or disposition of the Shares or any of its subsidiaries other benefit related to which the Option and that the Participant would otherwise be entitledhas been advised that he consult with his own attorney, accountant and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that the Company has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.