The obligation to deliver shares upon the settlement of RSUs awarded under this Agreement shall be subject to applicable federal, state and local tax withholding requirements. The Grantee, subject to such withholding rules as may be adopted by the Administrator, may elect to have shares of Common Stock withheld upon settlement in an amount not to exceed the number of shares necessary to satisfy the maximum federal, state and local income and employment tax withholding requirements. If the Grantee has elected to defer the settlement of RSUs as described in Section 5 of this Agreement, the Grantee, subject to such withholding rules as may be adopted by the Administrator, may elect to have shares of Common Stock withheld upon such deferral in an amount not to exceed the number of shares necessary to satisfy the maximum employment tax withholding requirements.