The Corporation will have the right to withhold from any payments to be made to Executive (whether under this Agreement or otherwise) any taxes the Corporation determines it is required to withhold with respect to Executive under the laws and regulations of any governmental authority, whether Federal, state or local and whether domestic or foreign, in connection with this Agreement, including, without limitation, taxes in connection with the transfer of MRSUs or the lapse of restrictions on MRSUs. Failure to submit any such withholding taxes shall be deemed to cause otherwise lapsed restrictions on MRSUs not to lapse.