(a)  The Employee timely shall pay to the Company such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other with ­ holding taxes (the “Required Tax Payments”) with respect to the Award.  If the Employee shall fail to timely advance the Required Tax Payments, the Company may, in its discretion, deduc t any Required Tax Payments from any amount then or thereafter payable by the Company to the Employee.