You shall be solely responsible for all applicable foreign, federal, state, and local taxes with respect to the RSUs and the payment of Common Stock thereunder; provided, however, that at any time the Company is required to withhold any such taxes, you shall pay, or make arrangements to pay, in a manner satisfactory to the Company, an amount equal to the amount of all applicable federal, state and local or foreign taxes that the Company is required or permitted to withhold at any time, including, if then permitted by the Company, by electing to reduce the number of shares of Common Stock otherwise then deliverable to you under this Award. Unless you have informed the Company of your intent to make alternate arrangements to satisfy your withholding obligations within either 60 days in advance of the applicable tax date or at a time when you are not otherwise precluded from trading Common Stock under the Company’s insider trading policies (unless otherwise determined by the Company), the Company or one of its Affiliates shall have the automatic right to withhold such taxes from any amounts payable to you (including salary, wages and other compensation), including, but not limited to, the right to withhold shares otherwise deliverable to you under this Award. The Company will withhold taxes (e.g., federal, state and local taxes, including payroll taxes) in an amount at least equal to the statutory minimum taxes required to be withheld; provided, however, at your advance election you may request the Company withhold additional amounts up to your maximum individual tax rate in each relevant jurisdiction applicable to you at such time of withholding, so long as the withholdings do not result in this Award being classified as a liability-based award in accordance with applicable accounting standards.