Pursuant to Section 7(d) of the Plan, the Company will withhold that portion of the Appreciation Value to cover the minimum statutory tax liability for any applicable federal, state and local withholding obligations of the Company unless the Participant notifies the Company in the exercise notice that the Participant elects to pay the applicable withholding tax liability by delivering to the Company previously owned and unencumbered shares of Company common stock and delivers such shares to the Company on or before the date of exercise.