This excerpt taken from the GWW DEF 14A filed Mar 18, 2005.
Article 19. Withholding
19.1
Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require a Participant to remit
to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as
a result of this Plan.
19.2
Share Withholding. With respect to withholding required upon the exercise of Options or SARs, upon the lapse of
restrictions on Restricted Stock and Restricted Stock Units, or upon the achievement of performance goals related to Performance Shares, or any other taxable event arising as a result of an Award
granted hereunder, Participants may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair
Market Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction. All such elections shall be irrevocable, made in writing, and
signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.
