The Company or any Subsidiary thereof shall have the power and right to deduct or withhold, or require the Grantee to remit to the Company or any Subsidiary all federal, state, local or foreign taxes required by law to be withheld by the Company or a Subsidiary with respect to this Award.  The Grantee may be required to pay to the Company in cash or cash equivalents, either prior to or concurrent with the delivery of certificates representing Stock Units that have vested, the amount required by law to be withheld by the Company.  The Company, in its sole discretion, may withhold from the number of Shares to be delivered upon vesting of the Stock Units, such number of Shares having an aggregate fair market value equal to the amount of applicable federal, state, local or foreign taxes to be withheld by the Company.  The Committee may establish other rules and procedures to allow the Grantee to satisfy and to facilitate the required tax withholding from time to time.