Unless otherwise specifically provided otherwise in the future by an action of the Committee (which action may not be delegated to management), the Committee hereby authorizes and specifically directs the Company to reduce the number of shares of Common Stock deliverable upon the lapse of the Forfeiture Restrictions applicable to the RSUs by the minimum number of shares of Common Stock necessary to satisfy the Company’s Minimum Statutory Withholding Obligation in accordance with the Plan; provided , that where the Fair Market Value of the shares of Common Stock does not equal the amount of the Minimum Statutory Tax Withholding Obligation, the Company shall withhold shares of Common Stock with a Fair Market Value slightly less than the amount of the Minimum Statutory Tax Withholding Obligation and you must satisfy the remaining Minimum Statutory Withholding Obligation through the payment of cash or check or withholding of cash amounts due in the appropriate amount and in compliance with the terms of the Plan, the Notice, and these Terms and Conditions.