To permit the Company to comply with applicable federal and state tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all federal and state payroll, income or other taxes required to be withheld by the Company with respect to the Award made hereunder (the “Required Withholdings”) are so withheld.  If the Company is unable to withhold the same, the Participant agrees:  (i) to pay the Required Withholdings to the Company promptly upon demand therefor, and (ii) that if the Participant fails to do so, the Company, in its sole discretion, may either unilaterally transfer into its own name from any certificates representing vested Shares subject to the Award being held by the Company, the least number of Shares having a Fair Market Value not less than the amount of the Required Withholdings, unilaterally reduce any other compensation due to the Participant in the amount of the Required Withholdings   or any combination of the preceding such that the Required Withholdings are satisfied.