Payment of the Award is subject to the Participant satisfying all applicable federal, state, local and other tax that the Company is required to withhold with respect to the Award on a Payment Date (including the Participant’s FICA obligation).  The Company shall have the power and the right to (i) deduct or withhold from all amounts payable to the Participant pursuant to the Award or otherwise or (ii) require the Participant to remit to the Company an amount sufficient to satisfy any applicable taxes required by law.