Tax Requirements. The Participant is hereby advised to consult immediately with his own tax advisor regarding the tax consequences of this Agreement, the method and timing for filing an election to include this Agreement in income under Section 83(b) of the Code, and the tax consequences of such election. By execution of this Agreement, the Participant agrees that if the Participant makes such an election, the Participant shall provide the Company with written notice of such election in accordance with the regula
...tions promulgated under Section 83(b) of the Code. The Company or, if applicable, any Subsidiary (for purposes of this Section 25, the term "Company" shall be deemed to include any applicable Subsidiary), shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion, also require the Participant receiving shares of Common Stock issued under the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant's income arising with respect to this Award. Such payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing shares of Common Stock. Such payment may be made (i) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding obligations of the Company; (ii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant to the Company of shares of Common Stock, other than (A) Restricted Stock, or (B) Common Stock that the Participant has acquired from the Company within six (6) months prior thereto, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding payment; (iii) if the Company, in its sole discretion, so consents in writing, the Company's withholding of a number of shares to be delivered upon the vesting of this Award, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment; or (iv) any combination of (i), (ii), or (iii). The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant. * * * * * * * * [Remainder of Page Intentionally Left Blank.
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Tax Requirements. The
Participant Optionee is hereby advised to consult immediately with his
or her own tax advisor regarding the tax consequences of this
Agreement, the method and timing for filing an election to include this Agreement in income under Section 83(b) of the Code, and the tax consequences of such election. By execution of this Agreement, the Participant agrees that if the Participant makes such an election, the Participant shall provide the Company with written notice of such election in accordance... with the regulations promulgated under Section 83(b) of the Code. Agreement. The Company or, if applicable, any Subsidiary subsidiary (for purposes of this Section 25, 26, the term "Company" shall be deemed to include any applicable Subsidiary), subsidiary), shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, form, any federal, Federal, state, local, or other taxes required by law to be withheld in connection with this Award. Agreement. The Company may, in its sole discretion, also require the Participant Optionee receiving shares of Common Stock issued under the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant's Optionee's income arising with respect to this Award. the Stock Option. Such payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing shares of Common Stock. Such payment may be made (i) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding obligations of the Company; (ii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant exercising Optionee to the Company of shares of Common Stock, other than (A) Restricted Stock, or (B) Common Stock that the Participant Optionee has not acquired from the Company within six (6) months prior thereto, to the date of exercise, which shares so delivered have an aggregate Fair Market Value fair market value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding payment; (iii) if the Company, in its sole discretion, so consents in writing, the Company's withholding of a number of shares to be delivered upon the vesting exercise of this Award, the Stock Option, which shares so withheld have an aggregate Fair Market Value fair market value that equals (but does not exceed) the required tax withholding payment; or (iv) any combination of (i), (ii), or (iii). The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant. Optionee. * * * * * * * * [Remainder of Page Intentionally Left Blank. Blank Signature Page Follows.]
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Tax Requirements. The
Participant Optionee is hereby advised to consult immediately with his own tax advisor regarding the tax consequences of this
Agreement, the method and timing for filing an election to include this Agreement in income under Section 83(b) of the Code, and the tax consequences of such election. By execution of this Agreement, the Participant agrees that if the Participant makes such an election, the Participant shall provide the Company with written notice of such election in accordance with t...he regulations promulgated under Section 83(b) of the Code. Agreement. The Company or, if applicable, any Subsidiary subsidiary (for purposes of this Section 25, 26, the term "Company" shall be deemed to include any applicable Subsidiary), subsidiary), shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, form, any federal, Federal, state, local, or other taxes required by law to be withheld in connection with this Award. Agreement. The Company may, in its sole discretion, also require the Participant Optionee receiving shares of Common Stock issued under the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant's Optionee's income arising with respect to this Award. the Stock Option. Such payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing shares of Common Stock. Such payment may be made (i) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding obligations of the Company; (ii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant exercising Optionee to the Company of shares of Common Stock, other than (A) Restricted Stock, or (B) Common Stock that the Participant Optionee has not acquired from the Company within six (6) months prior thereto, to the date of exercise, which shares so delivered have an aggregate Fair Market Value fair market value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding payment; (iii) if the Company, in its sole discretion, so consents in writing, the Company's withholding of a number of shares to be delivered upon the vesting exercise of this Award, the Stock Option, which shares so withheld have an aggregate Fair Market Value fair market value that equals (but does not exceed) the required tax withholding payment; or (iv) any combination of (i), (ii), or (iii). The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant. Optionee. * * * * * * * * [Remainder of Page Intentionally Left Blank. Blank Signature Page Follows.]
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Tax Requirements. The Participant is hereby advised to consult immediately with his
or her own tax advisor regarding the tax consequences of this
Agreement, the method and timing for filing an election to include this Agreement in income under Section 83(b) of the Code, and the tax consequences of such election. By execution of this Agreement, the Participant agrees that if the Participant makes such an election, the Participant shall provide Agreement. Unless the Company
with written notice of such election othe...rwise consents in accordance with writing to an alternative withholding method, the regulations promulgated under Section 83(b) of the Code. The Company or, Company, or if applicable, any Subsidiary (for purposes of this Section 25, 26, the term "Company" shall be deemed to include any applicable Subsidiary), Subsidiary) shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion, also discretion and prior to the date of conversion, require the Participant receiving shares of Common Stock issued under the Plan upon conversion of Awarded Units to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant's income arising with respect to this Award. Such payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing or the registration of such shares in the Participant's name for such shares of Common Stock. Such payment may be made by (i) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) shares) the required tax withholding obligations of the Company; (ii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant to the Company of shares of Common Stock, other than (A) Restricted Stock, or (B) Common Stock that the Participant has not acquired from the Company within six (6) months prior thereto, to the date of conversion, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) shares) the required tax withholding payment; (iii) if the Company, in its sole discretion, so consents in writing, the Company's withholding of a number of shares to be delivered upon the vesting of this Award, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment; or (iv) any combination of (i), (ii), (i) or (iii). The (ii). Notwithstanding the foregoing, the Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant. * * * * * * * * Participant or withhold the number of shares to be delivered upon the conversion of the Awarded Units with an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; provided, however, if the Participant is a "specified employee" as defined in § 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six (6) months delay provided for in Section 25 above, the Company shall withhold the number of shares attributable to the employment taxes on the date of the Participant's Termination of Service and withhold the number of shares attributable to the income taxes on the date which occurs six (6) months following the date of the Participant's Termination of Service (or, if earlier, the date of death of the Participant). [Remainder of Page Intentionally Left Blank. Blank; Signature Page Follows.]
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Tax Requirements. The Participant is hereby advised to consult immediately with his
or her own tax advisor regarding the tax consequences of this
Agreement, the method and timing for filing an election to include this Agreement in income under Section 83(b) of the Code, and the tax consequences of such election. By execution of this Agreement, the Participant agrees that if the Participant makes such an election, the Participant shall provide Agreement. Unless the Company
with written notice of such election othe...rwise consents in accordance with writing to an alternative withholding method, the regulations promulgated under Section 83(b) of the Code. The Company or, Company, or if applicable, any Subsidiary (for purposes of this Section 25, the term "Company" shall be deemed to include any applicable Subsidiary), Subsidiary) shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion, also discretion and prior to the date of conversion, require the Participant receiving shares of Common Stock issued under the Plan upon conversion of Awarded Units to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant's income arising with respect to this Award. Such payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing or the registration of such shares in the Participant's name for such shares of Common Stock. Such payment may be made by (i) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) shares) the required tax withholding obligations of the Company; (ii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant to the Company of shares of Common Stock, other than (A) Restricted Stock, or (B) Common Stock that the Participant has not acquired from the Company within six (6) months prior thereto, to the date of conversion, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) shares) the required tax withholding payment; (iii) if the Company, in its sole discretion, so consents in writing, the Company's withholding of a number of shares to be delivered upon the vesting of this Award, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment; or (iv) any combination of (i), (ii), (i) or (iii). The (ii). Notwithstanding the foregoing, the Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant. * * * * * * * * Participant or withhold the number of shares to be delivered upon the conversion of the Awarded Units with an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding obligations of the Company; provided, however, if the Participant is a "specified employee" as defined in § 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six (6) months delay provided for in Section 24 above, the Company shall withhold the number of shares attributable to the employment taxes on the date of the Participant's Termination of Service and withhold the number of shares attributable to the income taxes on the date which occurs six (6) months following the date of the Participant's Termination of Service (or, if earlier, the date of death of the Participant). [Remainder of Page Intentionally Left Blank. Blank; Signature Page Follows.]
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Tax Requirements. The
Participant Grantee is hereby advised to consult immediately with his own tax advisor regarding the tax consequences of this Agreement, the method and timing for filing an election to include this Agreement in income under Section 83(b) of the Code, and the tax consequences of such election. By execution of this Agreement, the
Participant Grantee agrees that if the
Participant Grantee makes such an election, the
Participant Grantee shall provide the Company with written notice of such electi
...on in accordance with the regulations promulgated under Section 83(b) of the Code. The Company or, if applicable, any Subsidiary (for purposes of this Section 25, 26, the term "Company" shall be deemed to include any applicable Subsidiary), shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, this Agreement, any federal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion, also require the Participant Grantee receiving shares of Common Stock issued under the Plan pursuant to this Agreement to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant's Grantee's income arising with respect to this Award. Such payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing shares of Common Stock. Such payment may be made (i) by (a) the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) (c) below) the required tax withholding obligations of the Company; (ii) (b) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant Grantee to the Company of shares of Common Stock, other than (A) Restricted Stock, or (B) Common Stock that the Participant Grantee has acquired from the Company within six (6) months prior thereto, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares under (iii) (c) below) the required tax withholding payment; (iii) (c) if the Company, in its sole discretion, so consents in writing, the Company's withholding of a number of shares to be delivered upon the vesting of this Award, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment; or (iv) (d) any combination of (i), (ii), (a), (b), or (iii). (c). The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant. * * * * * * * * [Remainder of Page Intentionally Left Blank. Grantee.
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Tax Requirements. The
Participant Grantee is hereby advised to consult immediately with his own tax advisor regarding the tax consequences of this
Agreement, the method and timing for filing an election to include this Agreement in income under Section 83(b) of the Code, and the tax consequences of such election. By execution of this Agreement, the Participant agrees that if the Participant makes such an election, the Participant shall provide the Company with written notice of such election in accordance with th...e regulations promulgated under Section 83(b) of the Code. Agreement. The Company or, if applicable, any Subsidiary subsidiary (for purposes of this Section 25, 24, the term "Company" shall be deemed to include any applicable Subsidiary), subsidiary) shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, form, any federal, Federal, state, local, or other taxes required by law to be withheld in connection with this Award. Agreement. The Company may, in its sole discretion, discretion and prior to the date of conversion, also require the Participant Grantee receiving shares of Common Stock issued under the Plan upon conversion of Awarded Units to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant's Grantee's income arising with respect to this Award. award. Such payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing shares of Common Stock. Such payment may be made (i) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding obligations of the Company; (ii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant exercising Grantee to the Company of shares of Common Stock, other than (A) Restricted Stock, or (B) Common Stock that the Participant Grantee has not acquired from the Company within six (6) months prior thereto, to the date of exercise, which shares so delivered have an aggregate Fair Market Value fair market value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding payment; (iii) if the Company, in its sole discretion, so consents in writing, the Company's withholding of a number of shares to be delivered upon the vesting conversion of this Award, the Awarded Units, which shares so withheld have an aggregate Fair Market Value fair market value that equals (but does not exceed) the required tax withholding payment; or (iv) any combination of (i), (ii), or (iii). The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant. Grantee. * * * * * * * * [Remainder of Page Intentionally Left Blank. Blank Signature Page Follows.]
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Tax Requirements. The Participant is hereby advised to consult immediately with his
or her own tax advisor regarding the tax consequences of this
Agreement, the method and timing for filing an election to include this Agreement in income under Section 83(b) of the Code, and the tax consequences of such election. By execution of this Agreement, the Participant agrees that if the Participant makes such an election, the Participant shall provide the Company with written notice of such election in accordance with the... regulations promulgated under Section 83(b) of the Code. Agreement. The Company or, if applicable, any Subsidiary (for purposes of this Section 25, 20, the term "Company" shall be deemed to include any applicable Subsidiary), shall have the right to deduct from all amounts paid or payable to the Participant in cash or other form in connection with the Plan, any federal, Federal, state, local, or other taxes required permitted by law to be withheld in connection with this Award. The Company may, in its sole discretion, also require the Participant receiving shares of Common Stock issued under the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant's income arising with respect to this Award. Such payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing shares of Common Stock. the payment discussed in Section 3 above. Such payment payments may be made made, in the sole discretion of the Company, (i) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required applicable tax withholding obligations of the Company; (ii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant to the Company of shares of Common Stock, other than (A) Restricted Stock, or (B) Common Stock that the Participant has not acquired from the Company within six (6) months prior thereto, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required applicable tax withholding payment; (iii) if the Company, in its sole discretion, so consents in writing, the Company's withholding of a number of shares to be delivered an amount upon the vesting of this Award, which shares so withheld have an the Awarded Units with aggregate Fair Market Value that equals (but does not exceed) the required applicable tax withholding payment; or (iv) any combination of (i), (ii), the foregoing or (iii). any other method consented to by the Company in writing. The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant. * * * * * * * * [Remainder of Page Intentionally Left Blank.
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Tax Requirements. The Participant is hereby advised to consult immediately with his
or her own tax advisor regarding the tax consequences of this Agreement,
the method and timing for filing an election to include including, without limitation, any possible tax consequences of this Agreement in
income under connection with Section
83(b) of the Code, and the tax consequences of such election. By execution of this Agreement, the Participant agrees that if the Participant makes such an election, the Participant shall... provide the Company with written notice of such election in accordance with the regulations promulgated under Section 83(b) 409A of the Code. The Unless the Company or, otherwise consents in writing to an alternative withholding method, the Company, or if applicable, any Subsidiary (for purposes of this Section 25, 24, the term "Company" shall be deemed to include any applicable Subsidiary), Subsidiary) shall have withhold the right number of shares to deduct from all amounts paid in cash or other form in connection be delivered upon the conversion of the Vested RSUs with an aggregate Fair Market Value that equals (but does not exceed) the Plan, amount of any federal, Federal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, Company, in its sole discretion, discretion and prior to the date of conversion, may also require permit the Participant receiving shares of Common Stock issued under the Plan upon conversion of Vested RSUs to pay the Company the 6 amount of any taxes that the Company is required to withhold in connection with the Participant's income arising with respect to this Award. Such payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing shares of Common Stock. Such payment payment, if the Company, in its sole discretion, so consents in writing, may be made (i) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding obligations of the Company; (ii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the exercising the Participant to the Company of shares of Common Stock, Stock other than (A) Restricted Stock, Stock or (B) Common Stock that the Participant has not acquired from the Company within six (6) months prior thereto, to the date of exercise, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding payment; (iii) if the Company, in its sole discretion, so consents in writing, the Company's withholding of a number of shares to be delivered upon the vesting of this Award, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment; or (iv) (iii) any combination of (i), (ii), (i) or (iii). (ii). The Company also may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant. * * * * * * * * [Remainder of Page Intentionally Left Blank.
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Tax Requirements. The Participant is hereby advised to consult immediately with his
or her own tax advisor regarding the tax consequences of this
Agreement, the method and timing for filing an election to include this Agreement in income under Section 83(b) of the Code, and the tax consequences of such election. By execution of this Agreement, the Participant agrees that if the Participant makes such an election, the Participant shall provide Agreement. Unless the Company
with written notice of such election othe...rwise consents in accordance with writing to an alternative withholding method, the regulations promulgated under Section 83(b) of the Code. The Company or, Company, or if applicable, any Subsidiary (for purposes of this Section 25, the term "Company" shall be deemed to include any applicable Subsidiary), Subsidiary) shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion, also require the Participant receiving shares of Common Stock issued under the Plan shall pay to pay the Company Company, in accordance with the provisions of this Section 25, the amount of any taxes that the Company is required to withhold in connection with the Participant's income arising with respect to this Award. 4 Such payments shall be required to be made when requested by the Company and may be required to payment must be made prior to the delivery of any certificate representing shares of Common Stock. Such Stock, as follows: (i) if the Participant is a Reporting Participant and/or is subject to the Company's "Insider Trading Policy" at the time of vesting of Awarded Units, then the tax withholding obligation must be satisfied by the Company's withholding of a number of shares to be delivered upon the vesting of such Awarded Units, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment (the "Net Settlement of Shares"), provided that, the Committee (excluding the Participant if the Participant is a member of the Committee) may, in its sole discretion, instead require the satisfaction of the tax withholding obligation in accordance with (ii)(A), (ii)(B), or (ii)(D) below; or (ii) if the Participant is neither a Reporting Participant nor subject to the Company's "Insider Trading Policy" at the time that the Awarded Units vest, then such payment may be made (i) (A) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) shares) the required tax withholding obligations of the Company; (ii) (B) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant to the Company of shares of Common Stock, other than (A) Restricted Stock, Stock or (B) Common Stock that the Participant has acquired from the Company within six (6) months prior thereto, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) shares) the required tax withholding payment; (iii) (C) if the Company, in its sole discretion, so consents in writing, by the Company's withholding Net Settlement of a number of shares to be delivered upon the vesting of this Award, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment; Shares; or (iv) (D) any combination of (i), (ii), (A), (B), or (iii). (C). The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant. * * * * * * * * [Remainder of Page Intentionally Left Blank. Blank Signature Page Follows.]
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Tax Requirements. The Participant is hereby advised to consult immediately with his
or her own tax advisor regarding the tax consequences of this
Agreement, the method and timing for filing an election to include this Agreement in income under Section 83(b) of the Code, and the tax consequences of such election. By execution of this Agreement, the Participant agrees that if the Participant makes such an election, the Participant shall provide the Company with written notice of such election in accordance with the... regulations promulgated under Section 83(b) of the Code. Agreement. The Company or, if applicable, any Subsidiary (for purposes of this Section 25, 29, the term "Company" shall be deemed to include any applicable Subsidiary), shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion, also require the Participant receiving shares of Common Stock issued under the Plan shall pay to pay the Company Company, in accordance with the provisions of this Section 29, the amount of any taxes that the Company is required to withhold in connection with the Participant's income arising with respect to this Award. Such payments shall be required to be made when requested by the Company and may be required to payment must be made prior to the delivery of any certificate representing shares of Common Stock. Such Stock, as follows: (i) if the Participant is a Reporting Participant and/or is subject to the Company's "Insider Trading Policy" at the time of vesting of Awarded Shares, then the tax withholding obligation must be satisfied by the Company's withholding of a number of shares to be delivered upon the vesting of such Awarded Shares, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment (the "Net Settlement of Shares"), provided that, the Committee (excluding the Participant if the Participant is a member of the Committee) may, in its sole discretion, instead require the satisfaction of the tax withholding obligation in accordance with (ii)(A), (ii)(B), or (ii)(D) below; or (ii) if the Participant is neither a Reporting Participant nor subject to the Company's "Insider Trading Policy" at the time that the Awarded Shares vest, then such payment may be made (i) (A) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) shares) the required tax withholding obligations of the Company; (ii) (B) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant to the Company of shares of Common Stock, other than (A) Restricted Stock, Stock or (B) Common Stock that the Participant has acquired from the Company within six (6) months prior thereto, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) shares) the required tax withholding payment; (iii) (C) if the Company, in its sole discretion, so consents in writing, by the Company's withholding Net Settlement of a number of shares to be delivered upon the vesting of this Award, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment; Shares; or (iv) (D) any combination of (i), (ii), (A), (B), or (iii). (C). The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant. * * * * * * * * [Remainder of Page Intentionally Left Blank.
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