Upon exercise of all or any part of the Non-Qualified Stock Options hereunder, the Participant will pay or make adequate arrangements satisfactory to the Corporation to pay the exercise price per Share of any portion of the Non-Qualified Stock Options which the Participant will exercise and to satisfy all withholding and payment obligations payable upon exercise.  In this regard, the Participant authorizes the Corporation to withhold any applicable taxes payable by Participant from his or her wages or other income or assets payable to the Participant as required to satisfy all withholding requirements by the Corporation.