The Company or any Subsidiary or Affiliate is authorized to withhold from any Award granted or payment due under the Plan and/or from any other compensation payable to the Participant the amount of all federal, state, local and non-United States taxes due in respect of such Award or payment or in respect of any acquisition of shares of Common Stock under the Plan or a sale of such shares and take any such other action as may be necessary or appropriate, as determined by the Committee, to satisfy all obligations for the payment of such taxes. No later than the date as of which an amount first becomes includible in the gross income or wages of a Participant for federal, state, local, or non-U.S. tax purposes with respect to any Award, such Participant shall pay to the Company or to any Subsidiary or Affiliate, or make arrangements satisfactory to the Committee regarding the payment of, any federal, state, local or non-U.S. taxes or social security (or similar) contributions of any kind required by law to be withheld with respect to such amount, in accordance with Article XVII of the Plan.