The Committee, in its sole discretion, may settle the Restricted Stock Units in cash or a combination of Common Shares and cash, in lieu of issuing only Common Shares. In the event that all or any portion of the Restricted Stock Units shall be paid in cash, the cash equivalent of one Restricted Stock Unit shall be equal to the Market Value per Share on the last trading day of the Vesting Period or, if earlier, the trading day immediately prior to the payment date. Notwithstanding the foregoing, no Restricted Stock Units granted hereunder may be paid in cash in lieu of Common Shares to any Participant who is subject to the Cliffs Natural Resources Inc. Directors' and Officers' Share Ownership Guidelines (" Share Ownership Guidelines ") unless and until such Participant is either in compliance with, or no longer subject to, such Share Ownership Guidelines; provided , however , that the Committee may withhold Common Shares to the extent necessary to satisfy income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related item withholding requirements, as described in Section 4.3. In addition, the Committee may restrict 50% of the Common Shares to be issued in satisfaction of the total Restricted Stock Units, before income tax withholding, so that they cannot be sold by the Participant unless immediately after such sale the Participant is in compliance with the Share Ownership Guidelines that are applicable to the Participant at the time of sale.