To the extent that the receipt of the Restricted Shares, the receipt of dividends on the Restricted shares before they vest, or the vesting of the Restricted Shares results in compensation income to the Participant for Federal, state or local income tax purposes, the Participant shall deliver to the Company at the time the Company (or a Subsidiary or Affiliate) is obligated to withhold taxes in connection with such receipt or vesting, as the case may be, such amount as the Company requires to meet its withholding obligation under applicable tax laws or regulations, and if the Participant fails to do so, the Company has the right and authority to deduct or withhold from other compensation payable to the Participant an amount sufficient to satisfy its withholding obligations. Upon the vesting of the Restricted Shares in a situation where the Company is obligated to withhold taxes, the Participant may satisfy the withholding requirement, in whole or in part, by electing to have the Company withhold for its own account that number of Restricted Shares otherwise deliverable to the Participant hereunder on the date the tax is to be determined having an aggregate Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that the Company must withhold in connection with the vesting of such Shares. Such election must be irrevocable, and submitted to the Company’s Human Resources Director before the applicable vesting date.