below) shall withhold only the amount of Shares necessary to satisfy the minimum withholding amount. The Participant shall pay to the Company or to the Employer any amount of Tax Related Items that the Company may be required to withhold as a result of the Participant’s receipt of Restricted Stock Units, the vesting of Restricted Stock Units, the receipt of a dividend equivalent cash payment, or the conversion of vested Restricted Stock Units to Shares that cannot be satisfied by the means previously described. The Company may refuse to deliver Shares to the Participant if the Participant fails to comply with the Participant’s obligation in connection with the Tax Related Items as described herein. For purposes of this provision, the term "Employer” means the Company (if the Participant is employed by the Company) or the Affiliate of the Company that employs the Participant. To the extent that any portion of the Restricted Stock Units is treated as includible in the Participant’s income prior to the date that shares are delivered to the Participant under this Agreement, the Company and the Participant’s Employer, as applicable, are hereby authorized and directed to either (i) require the Participant to make payment of such taxes to the Company or the Participant’s Employer, as applicable, through delivery of cash or a cashier’s check within five (5) calendar days after the Company or the Participant’s Employer, as applicable, is required to remit such taxes to the Internal Revenue Service, or (ii) withhold from the Participant’s regular wages, bonus or other compensation payments the amount of any tax required to be withheld. (H) Legality of Initial Issuance. No Shares shall be issued upon the vesting of a Restricted Stock Unit unless and until the Company has determined that: (i) The Company and, if applicable, the Participant have taken any or all actions required to register the Shares pursuant to all applicable securities laws or to perfect an exemption from the registration requirements thereof; (ii) Any applicable listing requirement of any stock exchange or other securities market on which Shares are listed has been satisfied; and (iii) The Participant has taken actions, satisfactory to the Company, to pay applicable taxes as described in Subsection 2(F). 3. Return of Share Value. (A) By accepting this Award, the Participant hereby agrees that if the Company determines that the Participant engaged in Conduct Detrimental to the Company (as defined below) during the Participant’s employment with the Company and/or an Affiliate, or during the one-year period following the Participant’s Termination of Service, the Participant shall be required, upon demand, to return to the Company, in the form of a cash payment, the Returnable Share Value (defined below) and all unvested amounts are forfeited. The Participant understands and agrees that the repayment of the Returnable Share Value is in addition to and separate from any other relief available to the Company and/or the Participant’s Employer, due to the Participant’s Conduct Detrimental to the Company, including injunctive relief, attorneys’ fees and damages. (B) By accepting this Award, the Participant hereby agrees that if the Participant’s Termination of Service with the Company or an Affiliate, as applicable, is designated by the Committee as a Special Vesting Agreement, the Participant may be permitted to continue to become vested in the Shares. If that occurs, in addition to the restriction above in Subsection (A) concerning conduct during employment and for one year after Termination of Service the Participant agrees that the Participant will not engage in Conduct Detrimental to the Company during the remaining vesting period as provided in the Award Certificate. If the