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This excerpt taken from the GWW 10-K filed Feb 27, 2009. Tax
Deposit. If the Performance Shares shall vest, the
Executive shall deposit with the Company an amount of cash equal to the
amount determined by the Company to be withheld upon such vesting for any
withholding taxes, FICA contributions, or the like under any federal or
state statute, rule, or regulation. The Company may withhold,
and the Committee may in its discretion permit the Executive to elect
(subject to such conditions as the Committee shall require) to have the
Company withhold, a number of shares of Common Stock having a fair market
value on the date that the amount of tax to be withheld is determined
equal to the required statutory minimum withholding. The
Company shall not issue and deliver any of its Common Stock upon the
vesting and settlement of the Performance Shares until and unless the
Executive has made the deposit required herein or proper provision for
withholding has been made.
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