The Company shall be entitled to withhold from the Cash Retainer Amount of each director an amount necessary to satisfy any tax withholding obligations with respect to the director’s Cash Retainer Amount and Share Retainer Amount and, if the Cash Retainer Amount is not sufficient to satisfy such tax withholding obligations, the Company shall be entitled to withhold from the Share Retainer Amount any additional amount required, provided that the amount withheld with respect to the Share Retainer Amount may not exceed the total maximum statutory tax rates associated with the transaction to the extent necessary to avoid adverse accounting treatment. Notwithstanding the foregoing or anything to the contrary in this document, in the event the Company is required to withhold any taxes or other amounts as a result of any payment hereunder, the Company may satisfy such tax obligations by withholding from the Cash Retainer Amount, the Share Retainer Amount, or any other amount owed by the Company to the applicable director the amount needed to satisfy any withholding obligations, provided that the amount withheld with respect to the Share Retainer Amount may not exceed the total maximum statutory tax rates associated with the transaction to the extent necessary to avoid adverse accounting treatment.