As a condition of issuing any Shares upon exercise of the option, the Optionee shall pay any sums required to be withheld by federal, state, local, or other applicable tax law with respect to such exercise. In accordance with any procedures as may be established by the Committee, the Optionee may satisfy any required withholding payments in cash or Shares (including the surrender of Shares already owned by the Optionee). The value of any Shares surrendered or withheld shall equal the closing price on the NYSE composite tape on the tax date.