Common use of Income Tax and Social Insurance Contribution Withholding Clause in Contracts

Income Tax and Social Insurance Contribution Withholding. The following provision shall supplement Article IV of the Award Agreement: Without limitation to Article IV of the Award Agreement, the Participant agrees that the Participant is liable for all Tax-Related Items (including, without limitation, United Kingdom income tax and primary class 1 (employee’s) national insurance contributions for which the Participant’s employer is liable to account) and hereby covenants to pay all such Tax-Related Items as and when requested by the Company or the Employer or by His Majesty’s Revenue and Customs ("HMRC") (or any other tax authority or any other relevant authority). As a condition of the issuance of Shares upon settlement of the RSUs, the Participant agrees that the Company will deduct from the total shares to be issued as a result of the Vesting of the RSUs a sufficient number of Shares to satisfy the required statutory withholding amount and national insurance or other contributions related to such vesting (the “Withholding Tax Obligation”), which may exceed the minimum statutory tax withholding amount permissible only if it would not cause adverse accounting or tax consequences for the Company or a Subsidiary, in which case the Participant will be taken to have foregone the right to be issued the number of Shares so withheld in order to make good the Withholding Tax Obligation. The Participant also agrees to indemnify and hold harmless the Company and the Employer against any taxes that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Participant’s behalf. It is a further condition of delivery of any Shares upon vesting of the RSUs that the Participant will, if required to do so by the Company, enter into a joint election under section 431(1) of the Income Tax (Earnings and Pensions) Act 2003 of the United Kingdom (“ITEPA”), the effect of which is that the Shares will be treated as if they were not restricted securities and that sections 425 to 430 of ITEPA will not apply to those shares.

Income Tax and Social Insurance Contribution Withholding. The following provision shall supplement Article IV Prior to the issuance or delivery of the Award Agreement: Without limitation to Article IV of the Award Agreementany Shares, the Company or the Subsidiary or affiliate that employs the Participant agrees that (the “Employer”) (if applicable) shall have the right to require the Participant to pay any U.S. Federal, state, local or other taxes (including non-U.S. taxes, social insurance, payroll tax, payment on account or other tax-related withholding) (“Tax-Related Items”) which may be required to be withheld or paid in connection with the PSUs. Such obligation shall be satisfied either: (a) In the case of payment of Other Share Equivalents and dividend equivalents pursuant to this Award, by the Company or Employer withholding an amount of cash which would otherwise be payable to the Participant, in the amount necessary to satisfy any such obligation; (b) In the case of payment of Shares pursuant to this Award, by the Company (which if the Participant is liable for all Tax-Related Items (including, without limitation, United Kingdom income tax and primary class 1 (employee’ssubject to Section 16 of the Exchange Act is subject to approval by the Committee) national insurance contributions for by withholding whole Shares which would otherwise be delivered to the Participant’s employer is liable , having an aggregate Fair Market Value determined as of the date the obligation to accountwithhold or pay taxes arises in connection with the PSUs (the “Tax Date”), or by the Company or Employer withholding an amount of cash which would otherwise be payable to the Participant, in the amount necessary to satisfy any such obligation; or (c) and hereby covenants In the case of payment of Shares pursuant to pay all such Tax-Related Items as and when requested this Award, by the Participant by any of the following means: (i) a cash payment to the Company or the Employer in the amount necessary to satisfy any such obligation, (ii) delivery (either actual delivery or by His Majesty’s Revenue attestation procedures established by the Company) to the Company of Shares having an aggregate Fair Market Value, determined as of the Tax Date, equal to the amount necessary to satisfy any such obligation, A-4 (iii) authorizing the Company to withhold whole Shares which would otherwise be delivered having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash which would otherwise be payable to the Participant, equal to the amount necessary to satisfy any such obligation, or (iv) any combination of (i), (ii) and Customs ("HMRC") (or any other tax authority or any other relevant authorityiii). As Any fraction of a condition Share that would be required to satisfy such an obligation shall be disregarded and the remaining amount shall be paid in cash by the Participant, the Company or the Employer, as the case may be. Regardless of any action the issuance of Shares upon settlement of Company or the RSUsEmployer (if applicable) takes with respect to any or all Tax-Related Items, the Participant acknowledges and agrees that the ultimate liability for all Tax- Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company will deduct from and/or the total shares to be Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PSUs or the Shares issued as a result of the Vesting settlement of the RSUs a sufficient number PSUs, and (ii) do not commit to structure the terms of Shares to satisfy the required statutory withholding amount and national insurance or other contributions related to such vesting (the “Withholding Tax Obligation”), which may exceed the minimum statutory tax withholding amount permissible only if it would not cause adverse accounting or tax consequences for the Company or a Subsidiary, in which case the Participant will be taken to have foregone the right to be issued the number of Shares so withheld in order to make good the Withholding Tax Obligation. The Participant also agrees to indemnify and hold harmless the Company and the Employer against any taxes that they are required to pay or withhold or have paid or will pay to HMRC this Award (or any other tax authority aspect of the PSUs) to reduce or any other relevant authority) on eliminate the Participant’s behalfliability for Tax-Related Items. It is a further condition of delivery of any Shares upon vesting of the RSUs that the Participant will, if required to do so by the Company, enter into a joint election under section 431(1) of the Income Tax (Earnings and Pensions) Act 2003 of the United Kingdom (“ITEPA”), the effect of which is that the Shares will be treated as if they were not restricted securities and that sections 425 to 430 of ITEPA will not apply to those shares7.

Income Tax and Social Insurance Contribution Withholding. The following provision shall supplement Article IV If the Participant’s country of residence (and/or country of employment, if different) requires withholding of income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Company may withhold a portion of the Award Agreement: Without limitation to Article IV Shares otherwise issuable in settlement of the Award AgreementRSUs (or, in the Participant agrees case of RSUs settled in cash, a portion of the cash proceeds) that have an aggregate Fair Market Value sufficient to pay the Participant is liable for all minimum Tax-Related Items required to be withheld (includingas determined by the Company in good faith and in its sole discretion) with respect to the vested RSUs. For purposes of the foregoing, without limitationno fractional Shares will be withheld or issued pursuant to the vesting of the RSUs and the issuance of Shares or cash thereunder. Alternatively, United Kingdom income tax and primary class 1 (employee’s) national insurance contributions for which the Company or Employer may, in its discretion, withhold any amount necessary to pay the Tax- Related Items from the Participant’s employer is liable salary or other amounts payable to accountthe Participant, with no withholding of Shares, or may require the Participant to submit a cash payment equivalent to the minimum Tax-Related Items required to be withheld with respect to the vested RSUs. In the event the withholding requirements are not satisfied, no Shares or cash will be issued to the Participant (or the Participant’s estate) in settlement of the RSUs unless and hereby covenants until satisfactory arrangements (as determined by the Company in its sole discretion) have been made by the Participant with respect to pay all the payment of any such Tax-Related Items as and when requested by the Company or the Employer or by His Majesty’s Revenue and Customs ("HMRC") (or any other tax authority or any other relevant authority)Items. As a condition of the issuance of Shares upon settlement of By accepting the RSUs, the Participant agrees that expressly consents to the Company will deduct from the total shares methods of withholding as provided hereunder. All other Tax-Related Items related to be issued as a result of the Vesting of the RSUs a sufficient number of and any Shares to satisfy the required statutory withholding amount and national insurance or other contributions related to such vesting (the “Withholding Tax Obligation”), which may exceed the minimum statutory tax withholding amount permissible only if it would not cause adverse accounting or tax consequences for the Company or a Subsidiary, cash delivered in which case the Participant will be taken to have foregone the right to be issued the number of Shares so withheld in order to make good the Withholding Tax Obligation. The Participant also agrees to indemnify and hold harmless the Company and the Employer against any taxes that they settlement thereof are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Participant’s behalf. It is a further condition of delivery of any Shares upon vesting of the RSUs that the Participant will, if required to do so by the Company, enter into a joint election under section 431(1) of the Income Tax (Earnings and Pensions) Act 2003 of the United Kingdom (“ITEPA”), the effect of which is that the Shares will be treated as if they were not restricted securities and that sections 425 to 430 of ITEPA will not apply to those sharessole responsibility.

Income Tax and Social Insurance Contribution Withholding. The following provision Prior to the issuance or delivery of any shares of Common Stock, the Company or the Subsidiary or affiliate that employs you (the “Employer”) (if applicable) shall supplement Article IV have the right to require you to pay any U.S. Federal, state, local or other taxes (including non-U.S. taxes, social insurance, payroll tax, payment on account or other tax- related withholding) (“Tax-Related Items”) which may be required to be withheld or paid in connection with the Restricted Stock Units. Such obligation shall be satisfied either: A-4 (a) by the Company (which if you are subject to Section 16 of the Award Agreement: Without limitation Exchange Act is subject to Article IV approval by the Committee) by withholding whole shares of Common Stock which would otherwise be delivered to you, having an aggregate Fair Market Value determined as of the Award Agreementdate the obligation to withhold or pay taxes arises in connection with the Restricted Stock Units (the “Tax Date”), or by the Company or Employer withholding an amount of cash which would otherwise be payable to you, in the amount necessary to satisfy any such obligation; or (b) by you by any of the following means: (i) a cash payment to the Company or the Employer in the amount necessary to satisfy any such obligation, (ii) delivery (either actual delivery or by attestation procedures established by the Company) to the Company of shares of Common Stock having an aggregate Fair Market Value, determined as of the Tax Date, equal to the amount necessary to satisfy any such obligation, (iii) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash which would otherwise be payable to you, equal to the amount necessary to satisfy any such obligation, or (iv) any combination of (i), (ii) and (iii). Any fraction of a share of Common Stock that would be required to satisfy such an obligation shall be disregarded and the remaining amount shall be paid in cash by you, the Participant agrees Company or the Employer, as the case may be. Regardless of any action the Company or the Employer (if applicable) takes with respect to any or all Tax-Related Items, you acknowledge and agree that the Participant is liable ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or the Employer (including, without limitation, United Kingdom income tax and primary class 1 (employee’si) national insurance contributions for which make no representations or undertakings regarding the Participant’s employer is liable to account) and hereby covenants to pay all such treatment of any Tax-Related Items as and when requested by in connection with any aspect of the Company Restricted Stock Units or the Employer or by His Majesty’s Revenue and Customs ("HMRC") (or any other tax authority or any other relevant authority). As a condition shares of the issuance of Shares upon settlement of the RSUs, the Participant agrees that the Company will deduct from the total shares to be Common Stock issued as a result of the Vesting vesting of the RSUs a sufficient number Restricted Stock Units, and (ii) do not commit to structure the terms of Shares to satisfy the required statutory withholding amount and national insurance or other contributions related to such vesting (the “Withholding Tax Obligation”), which may exceed the minimum statutory tax withholding amount permissible only if it would not cause adverse accounting or tax consequences for the Company or a Subsidiary, in which case the Participant will be taken to have foregone the right to be issued the number of Shares so withheld in order to make good the Withholding Tax Obligation. The Participant also agrees to indemnify and hold harmless the Company and the Employer against any taxes that they are required to pay or withhold or have paid or will pay to HMRC this Award (or any other tax authority or any other relevant authority) on the Participant’s behalf. It is a further condition of delivery of any Shares upon vesting aspect of the RSUs that the Participant will, if required Restricted Stock Units) to do so by the Company, enter into a joint election under section 431(1) of the Income Tax (Earnings and Pensions) Act 2003 of the United Kingdom (“ITEPA”), the effect of which is that the Shares will be treated as if they were not restricted securities and that sections 425 to 430 of ITEPA will not apply to those sharesreduce or eliminate your liability for Tax- Related Items. 6.