The Restricted Stock Units are to be settled in Common Shares. The Committee may withhold Common Shares to the extent necessary to satisfy income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related item withholding requirements, as described in Section 4.3. In addition, the Committee may restrict 50% of the Common Shares to be issued in satisfaction of the total Restricted Stock Units, before income tax withholding, so that they cannot be sold by the Participant unless immediately after such sale the Participant is in compliance with the Cliffs Natural Resources Inc. Directors’ and Officers’ Share Ownership Guidelines (“ Share Ownership Guidelines ”) that are applicable to the Participant at the time of sale.