Common use of Withholding Taxes; No Section 83(b) Election Clause in Contracts

Withholding Taxes; No Section 83(b) Election. (a) The Recipient acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Recipient any federal, state or local taxes of any kind required by law to be withheld with respect to the grant of the RSUs, the issuance of the Shares to the Recipient upon vesting of the RSUs or otherwise with respect to this Award. On each date on which unvested RSUs vest pursuant to this Agreement, the Company shall deliver written notice to the Recipient of the amount of withholding taxes due with respect to the vesting of those unvested RSUs that vest on such date; provided, however, that the total tax withholding cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal, state, local or foreign tax purposes, including payroll and social taxes, that are applicable to such supplemental taxable income). The Recipient shall satisfy such tax withholding obligations by the Company retaining, on each date on which unvested RSUs vest under this Agreement, such number of Shares that are issuable with respect to such RSUs as have a fair market value (calculated using the last reported sale price of the Common Stock of the Company on the NASDAQ Global Select Market on such vesting date, or if such vesting date is not a NASDAQ Global Select Market trading day, then on the trading day immediately preceding such vesting date) equal to the amount of the Company’s statutory minimum tax withholding obligation in connection with the vesting of such unvested RSUs. The retention of Shares by the Company shall happen automatically, without any action required on the part of the Recipient, and the Company is hereby authorized to take such actions as are necessary to effect such retention. (b) The Recipient has reviewed with the Recipient’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Recipient is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Recipient understands that the Recipient (and not the Company) shall be responsible for the Recipient’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Recipient understands an election under Section 83(b) of the U.S. Internal Revenue Code is not available with respect to the RSUs.

Withholding Taxes; No Section 83(b) Election. (a) The Recipient Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Recipient Participant any federal, state state, local or local other taxes of any kind (including payroll and social security taxes) required by law to be withheld with respect to the grant issuance of the RSUs to the Participant hereunder, the vesting of the RSUs, or the issuance of the Shares to the Recipient Participant upon vesting of the RSUs. Upon the vesting of the RSUs or otherwise with respect to this Award. On each date on which unvested RSUs vest pursuant to this Agreementand issuance of the Shares, the Company shall deliver written notice to may retain that number of whole Shares valued at their fair market value on the Recipient date of the amount event creating such withholding obligation (which shall equal the closing price of withholding taxes due with respect to the vesting of those unvested RSUs that vest Common Stock on the American Stock Exchange, or any other national exchange if the Common Stock is then listed or quoted on such exchange, on such date or, if such date is not a trading date; provided, however, that on the total tax withholding cannot exceed next following trading date) as is sufficient in the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal, state, local or foreign tax purposes, including payroll and social taxes, that are applicable opinion of the Company to such supplemental taxable income). The Recipient shall satisfy such tax obligations. In the event the withholding obligations tax obligation would result in a fractional number of Shares to be withheld by the Company retaining, on each date on which unvested RSUs vest under this AgreementCompany, such number of Shares that are issuable to be withheld shall be rounded up to the next nearest number of whole Shares. The Participant shall have no further rights with respect to such RSUs as have a fair market value (calculated using the last reported sale price of the Common Stock of the Company on the NASDAQ Global Select Market on such vesting date, or if such vesting date is not a NASDAQ Global Select Market trading day, then on the trading day immediately preceding such vesting date) equal to the amount of the Company’s statutory minimum tax withholding obligation in connection with the vesting of such unvested RSUs. The retention of any Shares that are retained by the Company shall happen automaticallypursuant to this provision. Under no circumstances will the Company be required to issue any fractional Shares. If, without any action required on due to rounding of Shares, the part value of the Recipient, and number of Shares retained by the Company pursuant to this provision is hereby authorized more than the amount required to take be withheld, then the Company may pay such actions excess amount to the relevant tax authority as are necessary additional withholding with respect to effect such retentionthe Participant. (b) The Recipient has reviewed with the Recipient’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Recipient is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Recipient understands Participant acknowledges that the Recipient (and not the Company) shall be responsible for the Recipient’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Recipient understands an no election under Section 83(b) of the U.S. United States Internal Revenue Code is not available may be filed with respect to the RSUsthis award.

Withholding Taxes; No Section 83(b) Election. (a) The Recipient acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due No Shares will be delivered pursuant to the Recipient vesting of an RSU unless and until the Participant satisfies any federal, state or local taxes of any kind withholding tax obligation required by law to be withheld with in respect of this award. The Participant acknowledges and agrees that to the grant of the RSUssatisfy any such tax obligation, the issuance Company shall sell, or arrange for the sale of, such number of the Shares to be distributed upon the Recipient upon vesting of the RSUs or otherwise with respect Settlement Date as is sufficient to this Award. On each date on which unvested RSUs vest pursuant generate net proceeds sufficient to this Agreement, the Company shall deliver written notice to the Recipient of the amount of withholding taxes due with respect to the vesting of those unvested RSUs that vest on such date; provided, however, that the total tax withholding cannot exceed satisfy the Company’s minimum statutory withholding obligations with respect to the income recognized by the Participant upon the lapse of the forfeiture provisions (based on minimum statutory withholding rates for federal, state, local or foreign federal and state tax purposes, including payroll and social taxes, that are applicable to such supplemental taxable income). The Recipient , and the Company shall satisfy retain such net proceeds in satisfaction of such tax withholding obligations by obligations. The Participant hereby appoints the Company retaining, on each date on which unvested RSUs vest under this Agreement, such number of Shares that are issuable with respect to such RSUs as have a fair market value (calculated using President and the last reported sale price of the Common Stock of the Company on the NASDAQ Global Select Market on such vesting date, or if such vesting date is not a NASDAQ Global Select Market trading day, then on the trading day immediately preceding such vesting date) equal to the amount Secretary of the Company, and each of them acting singly, his or her attorney in fact, to sell the Participant’s statutory minimum tax withholding obligation Shares in accordance with this Section 7. The Participant agrees to execute and deliver such documents, instruments and certificates as may reasonably be required in connection with the vesting sale of such unvested RSUsthe Shares pursuant to this Section 7. The retention of Shares by Participant represents to the Company shall happen automaticallythat, without any action required on the part as of the Recipientdate hereof, he or she is not aware of any material nonpublic information about the Company or the Common Stock. The Participant and the Company is hereby authorized to take have (c) promulgated under such actions as are necessary to effect such retentionAct. (b) The Recipient Participant has reviewed with the RecipientParticipant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Recipient Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Recipient Participant understands that the Recipient Participant (and not the Company) shall be responsible for the RecipientParticipant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Recipient understands an Participant acknowledges that no election under Section 83(b) of the U.S. Internal Revenue Code is not available of 1986 may be filed with respect to the RSUsthis award.

Withholding Taxes; No Section 83(b) Election. Regardless of any action the Company or Participant’s employer (athe “Employer”) The Recipient takes with respect to any or all income tax, social insurance, payroll tax, or other Tax-Related withholding (“Tax-Related Items”), Participant acknowledges that the ultimate liability for all Tax-Related items legally due by Participant is and agrees remains Participant’s responsibility and that the Company has and/or the right to deduct from payments Employer (i) make no representations or undertakings regarding the treatment of any kind otherwise due to Tax-Related Items in connection with any aspect of the Recipient any federalgrant, state including the grant or local taxes vesting, the subsequent sale of Shares and the receipt of any kind required by law dividends; and (ii) do not commit to be withheld with respect to structure the terms of the grant of the RSUs, the issuance or any aspect of the Shares to reduce or eliminate Participant’s liability for Tax-Related Items or to achieve any particular tax result. Further, if Participant becomes subject to tax in more than one jurisdiction between the Recipient upon vesting Grant Date and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding obligations of the RSUs Company and/or the Employer, if any. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Participant from Participant’s compensation paid to Participant by the Company and/or the Employer or otherwise with respect to this Awardfrom proceeds of the sale of Shares. On each date on which unvested RSUs vest pursuant to this AgreementAlternatively, or in addition, if permissible under local law, the Company shall deliver written notice may (i) sell or arrange for the sale of Shares that Participant acquires to meet the Recipient of withholding obligation for Tax-Related Items and/or (ii) withhold Shares to satisfy the withholding obligation for Tax-Related Items, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum withholding taxes due with respect amount. Finally, Participant shall pay to the vesting Company or the Employer any amount of those unvested RSUs that vest on such date; provided, however, Tax-Related Items that the total tax withholding cannot exceed Company or the CompanyEmployer may be required to withhold as a result of Participant’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal, state, local participation in the Plan or foreign tax purposes, including payroll and social taxes, that are applicable to such supplemental taxable income). The Recipient shall satisfy such tax withholding obligations by the Company retaining, on each date on which unvested RSUs vest under this Agreement, such number Participant’s purchase of Shares that are issuable with respect to such RSUs as have a fair market value (calculated using the last reported sale price of the Common Stock of the Company on the NASDAQ Global Select Market on such vesting date, or if such vesting date is cannot a NASDAQ Global Select Market trading day, then on the trading day immediately preceding such vesting date) equal to the amount of the Company’s statutory minimum tax withholding obligation in connection with the vesting of such unvested RSUs. The retention of Shares be satisfied by the Company shall happen automatically, without any action required on the part of the Recipient, and the Company is hereby authorized to take such actions as are necessary to effect such retention. (b) The Recipient means previously described. Participant has reviewed with the RecipientParticipant’s own tax advisors the federal, state, local and foreign other tax consequences of this investment and the transactions contemplated by this Agreement. The Recipient Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Recipient Participant understands that the Recipient Participant (and not the Company) shall be responsible for the RecipientParticipant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Recipient understands an election under Section 83(bPARTICIPANT AGREES NOT TO FILE AN ELECTION UNDER SECTION 83(B) of the U.S. Internal Revenue Code is not available with respect to the RSUsOF THE CODE WITH RESPECT TO THE ISSUANCE OF THE SHARES.