Common use of Withholding; Section 409A Clause in Contracts

Withholding; Section 409A. (a) No shares of Stock will be delivered pursuant to this Award unless and until the Participant shall have remitted to the Company in cash or by check an amount sufficient to satisfy any federal, state or local withholding tax requirements or tax payments, or shall have made other arrangements satisfactory to the Administrator with respect to such taxes. (b) The Participant acknowledges and agrees that the minimum federal, state and local tax withholding due in connection with the vesting and settlement of the PSUs (or portion thereof) may, in the Administrator’s sole discretion, be satisfied by the Company, pursuant to such procedures as it may specify from time to time, withholding a number of shares of Stock otherwise deliverable upon settlement of the PSUs (or portion thereof) having an aggregate fair market value sufficient to satisfy all or part, as determined by the Administrator, of such federal, state and local withholding tax requirements. In addition, the Administrator hereby reserves the discretion to use any one or more methods permitted by the Plan to satisfy the Participant’s obligations with respect to the federal, state and local withholding tax requirements attributable to the PSUs being settled. The Participant authorizes the Company and its subsidiaries to withhold any amounts due in respect of any required tax withholdings or payments from any amounts otherwise owed to the Participant. Nothing in this Section 9(b) shall be construed as relieving the Participant of any liability for satisfying his or her obligation under the preceding provisions of this Section 9. (c) If the Participant does not satisfy the Participant’s obligations with respect to the federal, state and local withholding tax requirements within sixty (60) days following the vesting of this Award, the Administrator may, in its discretion, cancel this Award for no consideration payable to the Participant. (d) If the Participant is determined to be a “specified employee” within the meaning of Section 409A and the Treasury regulations thereunder, as determined by the Administrator, at the time of the Participant’s “separation from service” within the meaning of Section 409A and the Treasury regulations thereunder, then to the extent necessary to prevent any accelerated or additional tax under Section 409A, the settlement and delivery of any Shares hereunder upon such separation from service will be delayed until the earlier of: (a) the date that is six months and one day following the Participant’s separation from service and (b) the Participant’s death. To the extent necessary to prevent any accelerated or additional tax under Section 409A, for purposes of this Agreement, all references to “termination of Employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein). Each payment under this Agreement is intended to constitute a separate payment for purposes of Section 409A. (e) This Agreement is intended to be exempt from Section 409A as a “short-term deferral” thereunder, and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with or are exempt from Section 409A, and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A.

Withholding; Section 409A. (a) No shares of Stock will be delivered pursuant to this Award unless and until the Participant shall have remitted to the Company in cash or by check an amount sufficient to satisfy any federal, state or local withholding tax requirements or tax payments, or shall have made other arrangements satisfactory to the Administrator with respect to such taxes. (b) The Participant acknowledges and agrees that any income or other taxes due with respect to this Award or any Shares to be delivered pursuant to this Agreement or otherwise sold shall be the minimum federalParticipant’s responsibility. As a condition to the vesting of the RSUs and/or the delivery of any Shares hereunder, state and local tax withholding due or in connection with any other event that gives rise to a federal or other governmental tax withholding obligation on the vesting and settlement part of the PSUs Company or any of its affiliates relating to this Award, the Company shall be entitled to (i) deduct or withhold (or portion thereofcause to be deducted or withheld) mayfrom any payment or distribution to the Participant, in whether or not pursuant to the Administrator’s sole discretionPlan, be satisfied by (ii) require that Participant remit cash to the Company, pursuant or (iii) enter into any other suitable arrangements to such procedures as it may specify from time to timewithhold, withholding a number of shares of Stock otherwise deliverable upon settlement in each case in an amount sufficient in the opinion of the PSUs (or portion thereof) having an aggregate fair market value sufficient Company to satisfy all or part, such withholding obligation. The Participant authorizes the Company to withhold such amounts as determined by the Administrator, of such federal, state and local withholding tax requirements. In addition, the Administrator hereby reserves the discretion to use any one or more methods permitted by the Plan may be necessary to satisfy the Participant’s obligations with respect to the applicable federal, state and local withholding tax requirements attributable to the PSUs being settled. The Participant authorizes the Company and its subsidiaries to withhold any amounts due that may arise in respect of any required tax withholdings or payments connection with this Award from any amounts otherwise owed to the Participant. Nothing , but nothing in this Section 9(b) sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligation under tax obligations. (b) Unless the preceding provisions Company notifies the Participant in writing in accordance with the applicable Company policies or requirements before any Vesting Date or other date that the RSUs vest and/or settle hereunder, the number of this Section 9Shares necessary to satisfy the minimum statutory withholding tax obligations on the Vesting Date or such other date, as applicable, will be released by Participant on such date to an intermediary and sold in order to satisfy such withholding tax obligations. The Participant will be responsible for all third-party administration processing fees in connection with such sale. In addition, the Participant may be subject to and taxed in respect of short-term capital gains or losses that reflect the difference in the withholding tax liability determined on the Vesting Date or other date that the RSUs vest and/or settle hereunder and the sales price actually achieved. (c) If the Participant does not satisfy the Participant’s obligations with respect to the federal, state and local withholding tax requirements within sixty (60) days following the vesting of this Award, the Administrator may, in its discretion, cancel this Award for no consideration payable to the Participant. (d) If the Participant is determined to be a “specified employee” within the meaning of Section 409A and the Treasury regulations thereunder, as determined by the AdministratorCompany, at the time of the Participant’s “separation from service” within the meaning of Section 409A and the Treasury regulations thereunder, then to the extent necessary to prevent any accelerated or additional tax under Section 409A, the settlement and delivery of any Shares hereunder upon such separation from service will be delayed until the earlier of: (a) the date that is six months and one day following the Participant’s separation from service and (b) the Participant’s death. To the extent necessary to prevent any accelerated or additional tax under Section 409A, for purposes of this Agreement, all references to “termination of Employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein). Each payment under this Agreement is intended to constitute a separate payment for purposes of Section 409A.. (ed) This Agreement is intended to be exempt from comply with Section 409A as a “short-term deferral” or an exemption thereunder, and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with or are exempt from Section 409A, and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A.