The provisions of Section 14(d) of the Plan are incorporated in this Agreement by reference and made a part of this Agreement; provided, however , that if the Participant is subject to Section 16 of the Exchange Act then the Participant may elect, in advance of any tax withholding event, to satisfy the amount of any required withholding taxes in respect of the Performance Share Units in cash, and in the absence of Participant’s timely election, the Company will withhold in shares of Common Stock upon the relevant tax withholding event.