CPI International (CPII)

3.3.          Withholding of Taxes.

(a)             Annual Withholding from Compensation.  For any Plan Year in which contributions are made to the Plan, the Corporation shall withhold the Participant’s share of FICA, FUTA and other employment taxes from the Participant’s Base Salary or MIP Bonus other than Total Deferrals.  If deemed appropriate by the Corporation, the amount of a Participant’s Participant Annual Deferral elected on the Participant’s Election of Deferral may be reduced where necessary to facilitate compliance with applicable withholding requirements.  If any taxes, including but not limited to, FICA, FUTA and other employment taxes with respect to the Account, are required to be withheld before the time of payment, the Corporation may withhold such amounts for other compensation paid to the Participant.

(b)             Withholding from Benefit Distributions.  The Corporation (or the trustee of the Trust, as applicable), shall withhold from any payments made to a Participant or Beneficiary under this Plan all federal, state and local income, FICA, FUTA and other employment and other taxes required to be withheld by the Corporation (or the trustee of the Trust, as applicable), in connection with such payments, in amounts and in a manner to be determined in the sole discretion of the Corporation (or the trustee of the Trust, as applicable).