Common use of Withholding Taxes; Section 83(b) Election Clause in Contracts

Withholding Taxes; Section 83(b) Election. (a) No Shares or cash will be payable upon the vesting of a Restricted Stock Unit unless and until the Recipient satisfies any Federal, state or local withholding tax obligation required by law to be withheld in respect of this Award. The Recipient acknowledges and agrees that to satisfy any such tax obligation the Company may deduct and retain from the cash and/or Shares payable upon vesting of Restricted Stock Units such cash and/or such number of Shares as is equal in value to the Company’s minimum statutory withholding obligations with respect to the income recognized by the Recipient upon such vesting (based on minimum statutory withholding rates for Federal and state tax purposes, including payroll taxes, that are applicable to such income). The number of such Shares to be deducted and retained shall be based on the closing price of the Shares on the applicable Vesting Date. (b) The Recipient acknowledges that no election under Section 83(b) of the Internal Revenue Code of 1986 may be filed with respect to this Award.

Withholding Taxes; Section 83(b) Election. (a) No Shares or cash will be payable upon the vesting of a Restricted Stock Unit unless and until the Recipient Awardee satisfies any Federalfederal, state or local withholding tax obligation required by law to be withheld in respect of this Award. The Recipient Awardee acknowledges and agrees that to satisfy any such tax obligation the Company may deduct and retain from the cash and/or Shares payable upon vesting of Restricted Stock Units such cash and/or such number of Shares as is equal in value to the Company’s minimum statutory withholding obligations with respect to the income recognized by the Recipient Awardee upon such vesting (based on minimum statutory withholding rates for Federal federal and state tax purposes, including payroll taxes, that are applicable to such income). The number of such Shares to be deducted and retained shall be based on the closing price of the Shares Common Stock on the applicable Vesting Date. (b) The Recipient Awardee acknowledges that no election under Section 83(b) of the Internal Revenue Code of 1986 may be filed with respect to this Award.