The Company may withhold from any benefit under the Plan an amount sufficient to satisfy its tax withholding obligations. Except with respect to any Member whose employment is terminated for Cause or voluntarily resigns without Good Reason (other than Retirement, as defined in the Company’s 2010 Equity Incentive Plan) before February 26, 2015, a Member may elect to have his or her tax withholding obligations in respect of his or her Stock Account satisfied by having shares of Common Stock held back by the Company with a Fair Market Value equal to the minimum amount of such tax withholding obligations.