Subject to Section 8.1 of the Plan, upon any vesting of the Award, the Corporation shall automatically withhold and reacquire the appropriate number of whole shares of Restricted Stock (or, in the case of vesting of any Additional Shares, shall automatically reduce the number of Additional Shares to be delivered by the appropriate number of whole shares), valued at their then fair market value (with the “fair market value” of such shares determined in accordance with the applicable provisions of the Plan) , to satisfy any withholding obligations of the Corporation or its Subsidiaries with respect to such vesting at the minimum applicable withholding rates. In the event that the Corporation cannot satisfy such withholding obligations by withholding and reacquiring shares of Restricted Stock (or such a reduction in the number of Additional Shares to be delivered, as applicable), or in the event that the Participant makes or has made an election pursuant to Section 83(b) of the Code or the occurrence of any other withholding event with respect to the Award, the Corporation (or a Subsidiary) shall be entitled to require a cash payment by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant any sums required by federal, state or local tax law to be withheld with respect to such vesting of any Restricted Stock (or Additional Shares) or such Section 83(b) election or other withholding event.