AWARD OF PERFORMANCE SHARE UNITS, EARNING OF THE
PERFORMANCE SHARE UNITS, OR THE ISSUANCE OF SHARES (OR PAYMENT OF CASH) IN
SETTLEMENT OF EARNED PERFORMANCE SHARE UNITS IS AND REMAINS THE PARTICIPANT'S
RESPONSIBILITY AND THAT THE COMPANY AND/OR THE EMPLOYER (I) MAKE NO
REPRESENTATIONS OR UNDERTAKINGS REGARDING THE TREATMENT OF ANY TAX-RELATED ITEMS
IN CONNECTION WITH ANY ASPECT OF THE PERFORMANCE SHARE UNITS, INCLUDING THE
AWARD OF THE PERFORMANCE SHARE UNITS, THE EARNING OF THE PERFORMANCE SHARE
UNITS, THE ISSUANCE OF SHARES (OR PAYMENT OF CASH) IN SETTLEMENT OF THE
PERFORMANCE SHARE UNITS, THE SUBSEQUENT SALE OF SHARES ACQUIRED AT EARNING AND
THE RECEIPT OF ANY DIVIDENDS AND OR DIVIDEND EQUIVALENTS; AND (II) DO NOT COMMIT
TO STRUCTURE THE TERMS OF THE AWARD OR ANY ASPECT OF THE PERFORMANCE SHARE UNITS
TO REDUCE OR ELIMINATE THE PARTICIPANT'S LIABILITY FOR TAX-RELATED ITEMS.
(B)
PRIOR TO THE RELEVANT TAX WITHHOLDING EVENT,
AS APPLICABLE, THE PARTICIPANT SHALL PAY OR MAKE ADEQUATE ARRANGEMENTS
SATISFACTORY TO THE COMPANY AND/OR THE EMPLOYER TO SATISFY ALL WITHHOLDING
OBLIGATIONS OF THE COMPANY AND/OR THE EMPLOYER WITH RESPECT TO TAX-RELATED
ITEMS.
IN THIS REGARD, THE PARTICIPANT HEREBY AUTHORIZES THE COMPANY AND/OR THE
EMPLOYER, IN THEIR SOLE DISCRETION AND WITHOUT ANY NOTICE TO OR AUTHORIZATION BY
THE PARTICIPANT, TO WITHHOLD FROM THE SHARES BEING DISTRIBUTED UNDER THIS AWARD
UPON THE DETERMINATION OF EARNED PERFORMANCE SHARE UNITS THAT NUMBER OF WHOLE
SHARES THE FAIR MARKET VALUE OF WHICH (DETERMINED BY REFERENCE TO THE CLOSING
PRICE OF THE COMMON STOCK ON THE PRINCIPAL EXCHANGE ON WHICH THE COMMON STOCK
TRADES ON THE DATE THE WITHHOLDING OBLIGATION ARISES, OR IF SUCH DATE IS NOT A
TRADING DATE, ON THE NEXT PRECEDING TRADING DATE) IS EQUAL TO THE AGGREGATE
WITHHOLDING OBLIGATION AS DETERMINED BY THE COMPANY AND/OR EMPLOYER WITH RESPECT
TO SUCH AWARD, PROVIDED THAT THE COMPANY ONLY WITHHOLDS THE NUMBER OF SHARES
NECESSARY TO SATISFY THE MINIMUM WITHHOLDING OBLIGATION AMOUNT.
IF THE COMPANY
SATISFIES THE WITHHOLDING OBLIGATION FOR TAX-RELATED ITEMS BY WITHHOLDING A
NUMBER OF SHARES BEING DISTRIBUTED UNDER THE AWARD AS DESCRIBED ABOVE, THE
PARTICIPANT HEREBY ACKNOWLEDGES THAT THE PARTICIPANT IS DEEMED TO HAVE BEEN
ISSUED THE FULL NUMBER OF SHARES SUBJECT TO THE AWARD OF PERFORMANCE SHARE
UNITS, NOTWITHSTANDING THAT A NUMBER OF THE SHARES IS HELD BACK SOLELY FOR THE
PURPOSE OF PAYING THE TAX-RELATED ITEMS DUE AS A RESULT OF THE AWARD, EARNING
AND/OR SETTLEMENT OF THE PERFORMANCE SHARE UNITS.
IN THE EVENT THE TAX-RELATED
ITEMS WITHHOLDING OBLIGATION WOULD RESULT IN A FRACTIONAL NUMBER OF SHARES TO BE
WITHHELD BY THE COMPANY, SUCH NUMBER OF SHARES TO BE WITHHELD
9
SHALL BE ROUNDED UP TO THE NEXT NEAREST NUMBER OF WHOLE SHARES.
IF, SOLELY DUE
TO ROUNDING OF SHARES, THE VALUE OF THE NUMBER OF SHARES RETAINED BY THE COMPANY
PURSUANT TO THIS PROVISION IS MORE THAN THE AMOUNT REQUIRED TO BE WITHHELD, THEN
THE COMPANY MAY PAY SUCH EXCESS AMOUNT TO THE RELEVANT TAX AUTHORITY AS
ADDITIONAL WITHHOLDING WITH RESPECT TO THE PARTICIPANT.
(C)
ALTERNATIVELY, OR IN