As a condition precedent to the receipt of any shares of Restricted Stock hereunder, the Participant agrees to pay to the Company, at such times as the Company shall determine, such amounts as the Company shall deem necessary to satisfy any withholding taxes due on income that the Participant recognizes as a result of (i) the lapse of the restrictions imposed by Section 3 hereof on the shares of Restricted Stock or (ii) the Participant’s filing of an election pursuant to Section 83(b) of the Internal Revenue Code of 1986 (the “ Code ”), as amended, with respect to the shares of Restricted Stock. The obligations of the Company under this Agreement and the Plan shall be conditional on such payment or arrangements, and the Company and its Subsidiaries and Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Participant. In addition, the Participant or Company may elect, unless otherwise determined by the Committee, to satisfy the withholding requirement by having the Company withhold shares of vested Restricted Stock with a Fair Market Value, as of the date of such withholding, sufficient to satisfy the withholding obligation.