PRIOR TO THE DATE THAT IS AT
LEAST SIX MONTHS BEFORE THE CLOSE OF A PERFORMANCE PERIOD (OR SHORTER OR LONGER
PERIOD THAT THE COMMITTEE SELECTS) WITH RESPECT TO AN AWARD OF EITHER
PERFORMANCE UNITS OR PERFORMANCE COMPENSATION, THE COMMITTEE MAY PERMIT A
PARTICIPANT WHO IS A MEMBER OF A SELECT GROUP OF MANAGEMENT OR HIGHLY
COMPENSATED EMPLOYEES (WITHIN THE MEANING OF THE CODE) TO IRREVOCABLY ELECT, ON
A FORM PROVIDED BY AND ACCEPTABLE TO THE COMMITTEE, TO DEFER THE RECEIPT OF ALL
OR A PERCENTAGE OF THE CASH OR SHARES THAT WOULD OTHERWISE BE TRANSFERRED TO THE
PARTICIPANT UPON THE VESTING OF SUCH AWARD.
IF THE PARTICIPANT MAKES THIS
ELECTION, THE CASH OR SHARES SUBJECT TO THE ELECTION, AND ANY ASSOCIATED
INTEREST AND DIVIDENDS, SHALL BE CREDITED TO AN ACCOUNT ESTABLISHED PURSUANT TO
SECTION 9 HEREOF ON THE DATE SUCH CASH OR SHARES WOULD OTHERWISE HAVE BEEN
RELEASED OR ISSUED TO THE PARTICIPANT PURSUANT TO SECTION 10(A) OR
SECTION 10(B) ABOVE.
14
11.
TAXES
(A)
GENERAL.
AS A CONDITION TO THE ISSUANCE OR DISTRIBUTION OF SHARES
PURSUANT TO THE PLAN, THE PARTICIPANT (OR IN THE CASE OF THE PARTICIPANT'S
DEATH, THE PERSON WHO SUCCEEDS TO THE PARTICIPANT'S RIGHTS) SHALL MAKE SUCH
ARRANGEMENTS AS THE COMPANY MAY REQUIRE FOR THE SATISFACTION OF ANY APPLICABLE
FEDERAL, STATE, LOCAL OR FOREIGN WITHHOLDING TAX OBLIGATIONS THAT MAY ARISE IN
CONNECTION WITH THE AWARD AND THE ISSUANCE OF SHARES.
THE COMPANY SHALL NOT BE
REQUIRED TO ISSUE ANY SHARES UNTIL SUCH OBLIGATIONS ARE SATISFIED.
IF THE
COMMITTEE ALLOWS THE WITHHOLDING OR SURRENDER OF SHARES TO SATISFY A
PARTICIPANT'S TAX WITHHOLDING OBLIGATIONS, THE COMMITTEE SHALL NOT ALLOW SHARES
TO BE WITHHELD IN AN AMOUNT THAT EXCEEDS THE MINIMUM STATUTORY WITHHOLDING RATES
FOR FEDERAL AND STATE TAX PURPOSES, INCLUDING PAYROLL TAXES.
(B)
DEFAULT RULE FOR EMPLOYEES.
IN THE ABSENCE OF ANY OTHER
ARRANGEMENT, AN EMPLOYEE SHALL BE DEEMED TO HAVE DIRECTED THE COMPANY TO
WITHHOLD OR COLLECT FROM HIS OR HER CASH COMPENSATION AN AMOUNT SUFFICIENT TO
SATISFY SUCH TAX OBLIGATIONS FROM THE NEXT PAYROLL PAYMENT OTHERWISE PAYABLE
AFTER THE DATE OF THE EXERCISE OF AN AWARD.
(C)
SPECIAL RULES.
IN THE CASE OF A PARTICIPANT OTHER THAN AN
EMPLOYEE (OR IN THE CASE OF AN EMPLOYEE WHERE THE NEXT PAYROLL PAYMENT IS NOT
SUFFICIENT TO SATISFY SUCH TAX OBLIGATIONS, WITH RESPECT TO ANY REMAINING TAX
OBLIGATIONS), IN THE ABSENCE OF ANY OTHER ARRANGEMENT AND TO THE EXTENT
PERMITTED UNDER APPLICABLE LAW, THE PARTICIPANT SHALL BE DEEMED TO HAVE ELECTED
TO HAVE THE COMPANY WITHHOLD FROM THE SHARES OR CASH TO BE ISSUED PURSUANT TO AN
AWARD THAT NUMBER OF SHARES HAVING A FAIR MARKET VALUE DETERMINED AS OF THE
APPLICABLE TAX DATE (AS DEFINED BELOW) OR CASH EQUAL TO THE AMOUNT REQUIRED TO
BE WITHHELD.
FOR PURPOSES OF THIS SECTION 11, THE FAIR MARKET VALUE OF THE
SHARES TO BE WITHHELD SHALL BE DETERMINED ON THE DATE THAT THE AMOUNT OF TAX TO
BE WITHHELD IS TO BE DETERMINED UNDER THE APPLICABLE LAW (THE