The Recipient acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Recipient the amount of any federal, state, local or other taxes of any kind required by law to be withheld with respect to the actions contemplated by this Agreement in any manner permitted by the Plan. At such time as the Recipient is not aware of any material nonpublic information about the Company or the Common Stock, the Recipient shall execute the instructions set forth in Schedule A attached hereto (the " Automatic Sale Instructions ") as the means of satisfying such tax obligation. If the Recipient does not execute the Automatic Sale Instructions prior to an applicable vesting date, then the Recipient agrees that if under applicable law the Recipient will owe taxes at such vesting date on the portion of the Award then vested the Company shall be entitled to immediate payment from the Recipient of the amount of any tax required to be withheld by the Company. For the avoidance of doubt, the Recipient shall immediately pay the Company the amount of any tax required to be withheld by the Company for the shares of Common Stock to be delivered to the Recipient with respect to the RSUs that vest on the Vesting Start Date. The Company shall not deliver any shares of Common Stock to the Recipient until it is satisfied that all required withholdings have been made.