All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold the minimum statutory amount (or such other amount as approved by the Committee) required to be withheld for federal (including FICA), state, provincial and local taxes, domestic or foreign, social insurance, payroll tax, contributions, payment on account obligations, or other amounts required by law or regulation to be collected, withheld or accounted for with respect to the Restricted Stock Award (“ Taxes ”). The Company shall have power and the right, and the Participant hereby authorizes the Company, to deduct or withhold, or require a Participant to remit to the Company, the Taxes from all payments made hereunder and from other compensation. Participant’s acceptance of the Restricted Stock Award constitutes Participant’s instruction and authorization to the Company to withhold on the Participant’s behalf the number of Shares from those Shares issuable to the Participant at the time when the Restricted Stock Award becomes vested as the Company determines to be sufficient to satisfy the Taxes. The Company will withhold Shares issuable hereunder to satisfy the withholding obligation for Taxes on amounts payable in Shares, unless the Participant has elected, with the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by paying the Taxes in cash or by transferring shares of common stock of the Company owned by the Participant that would satisfy the Taxes.