No later than the date as of which an amount relating to any Award Installment first becomes taxable, Participant shall pay to the Company, or make arrangements satisfactory to the Committee regarding the payment of, any Taxes and other items of any kind required by law to be withheld with respect to such amount. The obligations of the Company under the Plan and this Agreement shall be conditioned on such payment or arrangements and the Company and its Subsidiaries and Affiliates, to the extent permitted by law, shall have the right to deduct any such Taxes from any payment of any kind otherwise due to Participant. At vesting of any Award Installment, Restricted Stock Units and any related Dividend Equivalent Units vesting on such vesting date will be valued at the Fair Market Value of the Company’s Stock on such date.