The Company (or Stock Yards Bank & Trust, as the employer) shall withhold from wages otherwise due, or retain from any payment to the Grantee in respect of the PSUs, or take such other action which Company deems necessary to satisfy any income or other tax withholding requirements as a result of the vesting of PSUs and issuance of Company Stock related thereto. Unless an affirmative election is made by the Participant before the end of the Performance Period (or Change of Control, if earlier) to (i) remit already-owned shares of Company Stock, (ii) remit a cash payment, (iii) to have amounts debited from other wages due, or (iv) some combination thereof, the Grantee shall be deemed to have elected to satisfy any federal and state tax withholding requirements through a reduction in the number of shares of Company Stock issuable upon vesting, equal to their Fair Market Value based on the amount of withholding taxes reasonably estimated by the Company to be due upon vesting.