Subject to the provisions of the Israeli Appendix, the Company or any Subsidiary, Affiliate or the Trustee is authorized to withhold from any Award granted or payment due under the Plan the amount of all federal, state, local and non-United States taxes (including, for removal of doubt, national insurance payments and health tax) due in respect of such Award or payment and take any such other action as may be necessary or appropriate, as determined by the Committee, to satisfy all obligations for the payment of such taxes. No later than the date as of which an amount first becomes includible in the gross income or wages of a Participant for federal, state, local, or non-U.S. tax purposes with respect to any Award, such Participant shall pay to the Company, or make arrangements satisfactory to the Committee regarding the payment of, any federal, state, local or non-U.S. taxes or social security (or similar) contributions of any kind required by law to be withheld with respect to such amount, in accordance with Article XVII of the Plan and the Israeli Appendix. Notwithstanding the above, any withholding of shares in accordance with the terms of this Section will only be made in accordance with written instructions of the Participant.