All exercises of Options under the Plan are subject to withholding of all applicable taxes, including all federal, state, and local income and employment tax withholding. The delivery of any shares of Stock under the Plan is conditioned upon satisfaction of any applicable withholding requirements. The Board may, in its sole discretion, exercised at or after the time of a grant, permit a Participant to satisfy such tax withholding requirements by withholding from the shares of Stock otherwise deliverable to the Participant as a result of the exercise of the Option shares having a value equal to the minimum amount required to be withheld. The Board’s permission to a Participant to effect tax withholding by withholding shares shall not be effective to bind the Company or the Board unless set forth expressly in a writing adopted by the Board and delivered by the Board to the Participant. In the absence of the Board’s specific written permission to satisfy tax withholding requirements in shares of Stock, such requirements must be satisfied by the Participant in cash, including by the Participant’s irrevocably authorizing a third party to sell a sufficient number of shares of Stock acquired upon exercise of the Option.