The exercise of this Stock Option will give rise to “wages” subje ct to withholding.  Participant expressly acknowledges and agrees that Participant’s rights hereunder, including the right to be issued S hares upon exercise, are subject to Participant promptly remit ting to the Company in cash (or by such other means as may be acceptable to the Administrator in its discretion) any amounts determined by th e Company to be required to be wit hheld .   No S hares will be transferred pursuant to the exercise of this Stock Option unless and until the person exercising this Stock Option has remitted to the Company an amount sufficient to satisfy any federal, state, or local withholding tax requirements, or has made other arrangements satisfactory to the Company with respect to such taxes.  Participant authorizes the Company to withhold such amount from any amounts otherwise owed to Participant. T he Company may , at its option ,   withhold a sufficient number of S hares to satisfy the minimum federal, s tate and local tax withholding due and remit the balance o f the Shares to Participant .  If this Stock Option is automatically exercised as provided in the last paragraph of Section 5 above   or if Participant pays the Option Price through a “net exercise” of th is Stock Option as provided by Section 5 above, the minimum federal, state and local tax withholding due in connection with the exercise of this Stock Option shall be satisfied by the Company withholding a sufficient number of Shares to satisfy with minimum federal, state and local tax withholding due.