Optionee acknowledges that the Company will be required to withhold certain taxes at the time Optionee exercises the Option. Withholdings by the Company will not exceed the minimum required by law. Optionee agrees to make arrangements satisfactory to the Company for the payment of any federal, state, local or foreign withholding tax obligations that arise with respect to the Option, including, without limitation, any taxes upon the exercise of the Option. Notwithstanding the previous sentence, Optionee acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to Optionee any federal, state or local taxes of any kind required by law to be withheld with respect to the Option, including, without limitation, upon the exercise of the Option. Optionee shall have the right to elect satisfy, in whole or in part, Optionee’s tax withholding obligations by having the Company withhold Option Shares.