The Company shall have the right to retain and withhold the amount of taxes (at the statutorily required rates) required by any government to be withheld or otherwise deducted and paid with respect to the Award. At its discretion, the Committee may require the Participant to reimburse the Company for any such taxes required to be withheld by the Company and the Company may withhold any distribution in whole or in part until the Company is so reimbursed. In accordance with procedures established by the Committee or its delegee, the Participant or any successor in interest may elect to have the Company retain and withhold a number of Vested shares of Restricted Stock having a Fair Market Value equal to the amount required to be withheld and cancel any such shares so withheld, in order to satisfy the Company’s withholding obligations. In accordance with procedures established by the Committee or its delegee, the Participant or any successor in interest is also authorized to deliver shares of the Company’s Common Stock having a Fair Market Value equal to the amount required to be withheld, in order to satisfy the Company’s withholding obligations. The value of any Vested shares or Common Stock so withheld or delivered shall be based on the Fair Market Value of the shares on the date that the amount of tax to be withheld is determined. All elections by the Participant shall be irrevocable and made in writing in such manner as determined by the Committee or its delegee in advance of the day that the transaction becomes taxable. In the event the Participant does not deliver or elect to have the Company retain and withhold shares as described in this Paragraph 12, the Company shall have the right to withhold from any other cash amounts due or to become due from the Company (or a Subsidiary) to the Participant an amount equal to such taxes required to be withheld by the Company to reimburse the Company for any such taxes.