Any federal, state or local taxes arising by virtue of this Grant and assessed against or based on the value of the Shares awarded to Holder shall be the sole responsibility of Holder; provided that the Company shall have the right to withhold any amounts required to be so withheld for federal, state or local income tax purposes. Any such taxes and withholding must be paid or provided for according to law and in a manner satisfactory to the Company and as provided in the Plan before any Shares, or certificates therefor, can be delivered to Holder. The Committee may permit payment of any such amount to be made through the tender of cash or Stock, the withholding of Stock out of shares otherwise distributable or any other arrangement satisfactory to the Committee. The Company shall, to the extent permitted by law, have the right to withhold delivery of a stock certificate or to deduct any required taxes from any payment of any kind otherwise due to Holder. If Holder does not pay the entire amount of such taxes to the Company, if any, within thirty (30) days after the date on which the Committee notifies Holder of the amount required to meet the withholding obligation, the Committee shall withhold from the Stock to which Holder is entitled a number of shares having an aggregate fair market value equal to the amount of such taxes remaining to be paid by Holder and shall deliver a certificate for the remaining shares to the Holder. If Holder makes the election authorized by section 83(b) of the Internal Revenue Code, Holder shall submit to the Company a copy of the statement filed by Holder to make such election. The failure of Holder to notify the Company of any such election made by Holder may, in the discretion of the Committee, result in the forfeiture of the Shares.