To the extent that the receipt, vesting or settlement of the Restricted Stock Units, or the occurrence of another event relating to the Restricted Stock Units, results in income to you for federal, state or local income tax purposes, you shall deliver to the Company (or its agent) at the time the Company is obligated to withhold taxes in connection with such receipt, vesting, settlement or other event, as the case may be, such amount as the Company requires to meet its withholding obligation under applicable tax laws or regulations. If you fail to do so, the Company has the right and authority to deduct or withhold from other compensation payable to you, including any Shares or other amounts payable with respect to the Restricted Stock Units, an amount sufficient to satisfy its withholding obligations. You may satisfy the withholding requirement, in whole or in part, by electing to surrender to the Company that number of vesting Restricted Stock Units and/or by electing to deliver to the Company (or its agent) Shares that you own having an aggregate Fair Market Value on the date the tax is to be withheld (assuming for this purpose that each Restricted Stock Unit has a Fair Market Value equal to the value of a Share) equal to the minimum statutory total tax that the Company must withhold in connection with the receipt, vesting or settlement of the Restricted Stock Units or other event, as applicable. Your election must be irrevocable and submitted in compliance with Company instructions before the applicable vesting date or date of such other event.