The number of shares of CDI Stock to be delivered to the Recipient upon settlement of the earned and vested Performance Units (including shares relating to dividend equivalents) shall be reduced by the number of shares having a Fair Market Value equal to the minimum taxes (including, without limitation, federal, state, local and foreign income and payroll taxes) required by law to be withheld in connection with the settlement of the Performance Units. The portion of any shares of CDI Stock withheld pursuant to the applicable tax laws shall be determined by using the Fair Market Value of CDI Stock on the date of settlement.