The provisions of Section 14(d)(i) of the Plan are incorporated herein by reference and made a part hereof. The Participant shall satisfy such Participant’s withholding liability referred to in Section 14(d)(i) of the Plan by having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the exercise or settlement of the Award a number of shares with a Fair Market Value equal to such withholding liability, provided that the number of such shares may not have a Fair Market Value greater than the minimum required statutory withholding liability unless determined by the Committee not to result in adverse accounting consequences. If the Award is paid in cash, the Participant shall satisfy such Participant’s withholding liability referred to Section 14(d)(i) of the Plan by any one or combination of the following methods: (i) by paying such amount in cash or check; (ii) by reducing the amount of any cash otherwise payable to the Participant with respect to the Restricted Stock Units; (iii) by deducting such amount out of any other compensation otherwise payable to the Participant; and/or (iv) by surrendering shares of Common Stock of the Company which (a) in the case of shares initially acquired from the Company (upon exercise of an Option or otherwise), have been owned by the Grantee for such period (if any) as may be required to avoid a charge to the Company’s earnings, and (b) have a Fair Market Value on the date of surrender equal to the amount required to be withheld.