Common use of Joint Election Clause in Contracts

Joint Election. As a condition of the Units granted hereunder, you agree to accept any liability for secondary Class 1 National Insurance Contributions (the “Employer NICs”), which may be payable by the Company or your Employer with respect to the Units and/or payment of the Units and issuance of Shares pursuant to the Units, the assignment or release of the Units for consideration, or the receipt of any other benefit in connection with the Units. Without limitation to the foregoing, you agree to make an election (the “Election”), in the form specified and/or approved for such election by HMRC, that the liability for your Employer NICs payments on any such gains shall be transferred to you to the fullest extent permitted by law. You further agree to execute such other elections as may be required between you and any successor to the Company and/or your Employer. You hereby authorize the Company and your Employer to withhold such Employer NICs by any of the means set forth in Section III of the Agreement. Failure by you to enter into an Election, withdrawal of approval of the Election by HMRC or a joint revocation of the Election by you and the Company or your Employer, as applicable, shall be grounds for the forfeiture and cancellation of the Units, without any liability to the Company or your Employer.

Joint Election. As a condition of the Units Option granted hereunder, you agree to accept any liability for secondary Class 1 National Insurance Contributions (the “Employer NICs”), which may be payable by the Company or your Employer with respect to the Units and/or payment exercise of the Units Option and issuance of Shares pursuant subject to the UnitsOption, the assignment or release of the Units Option for consideration, or the receipt of any other benefit in connection with the UnitsOption. Without limitation to the foregoing, you agree to make an election (the “Election”), in the form specified and/or approved for such election by HMRC, that the liability for your Employer NICs payments on any such gains shall be transferred to you to the fullest extent permitted by law. You further agree to execute such other elections as may be required between you and any successor to the Company and/or your Employer. You hereby authorize the Company and your Employer to withhold such Employer NICs by any of the means set forth in Section III V of the Agreement. Failure by you to enter into an Election, withdrawal of approval of the Election by HMRC or a joint revocation of the Election by you and the Company or your Employer, as applicable, shall be grounds for the forfeiture and cancellation of the UnitsOption, without any liability to the Company or your Employer.. UNITED STATES

Joint Election. As a condition of the Units Option granted hereunder, you agree to accept any liability for secondary Class 1 National Insurance Contributions (the “Employer NICs”), which may be payable by the Company or your Employer with respect to the Units and/or payment exercise of the Units Option and issuance of Shares pursuant subject to the UnitsOption, the assignment or release of the Units Option for consideration, or the receipt of any other benefit in connection with the UnitsOption. Without limitation to the foregoing, you agree to make an election (the “Election”), in the form specified and/or approved for such election by HMRC, that the liability for your Employer NICs payments on any such gains shall be transferred to you to the fullest extent permitted by law. You further agree to execute such other elections as may be required between you and any successor to the Company and/or your Employer. You hereby authorize the Company and your Employer to withhold such Employer NICs by any of the means set forth in Section III V of the Agreement. Failure by you to enter into an Election, withdrawal of approval of the Election by HMRC or a joint revocation of the Election by you and the Company or your Employer, as applicable, shall be grounds for the forfeiture and cancellation of the UnitsOption, without any liability to the Company or your Employer.

Joint Election. As a condition of the Units granted hereunderAward, you agree to accept any liability for secondary Class 1 National Insurance Contributions (the “Employer NICs”), ) which may be payable by the Company or your Employer with respect to the Units earning and/or payment of the Performance Units and issuance of Shares pursuant to in respect of the Performance Units, the assignment or release of the Performance Units for consideration, consideration or the receipt of any other benefit in connection with the Performance Units. Without limitation to the foregoing, you agree to make an election (the “Election”), in the form specified and/or approved for such election by HMRC, that the liability for your Employer NICs payments on any such gains shall be transferred to you to the fullest extent permitted by law. You further agree to execute such other elections as may be required between you and any successor to the Company and/or your Employer. You hereby authorize the Company and your Employer to withhold such Employer NICs by any of the means set forth in Section III V of the Agreement. Failure by you to enter into an Election, withdrawal of approval of the Election by HMRC or a joint revocation of the Election by you and the Company or your Employer, as applicable, shall be grounds for the forfeiture and cancellation of the Performance Units, without any liability to the Company or your Employer.

Joint Election. As a condition of the Units granted hereunderAward, you agree to accept any liability for secondary Class 1 National Insurance Contributions (the “Employer NICs”), ) which may be payable by the Company or your Employer with respect to the Units earning and/or payment of the Performance Units and issuance of Shares pursuant to shares of Common Stock in respect of the Performance Units, the assignment or release of the Performance Units for consideration, consideration or the receipt of any other benefit in connection with the Performance Units. Without limitation to the foregoing, you agree to make an election (the “Election”), in the form specified and/or approved for such election by HMRC, that the liability for your Employer NICs the Secondary Class 1 National Insurance Contribution payments on any such gains shall be transferred to you to the fullest extent permitted by law. You further agree to execute such other elections as may be required between you and any successor to the Company and/or your Employer. You hereby authorize authorizes the Company and your Employer to withhold such Employer NICs Secondary Class 1 National Insurance Contributions by any of the means set forth in Section III V of the Award Agreement. Failure by you to enter into an Election, withdrawal of approval of the Election by HMRC or a joint revocation of the Election by you and the Company or your Employer, as applicable, shall be grounds for the forfeiture and cancellation of the Performance Units, without any liability to the Company or your Employer.

Joint Election. As a condition of the Units granted hereunderAward, you agree to accept any liability for secondary Class 1 National Insurance Contributions (the “Employer NICs”), ) which may be payable by the Company or your Employer with respect to the Units earning and/or payment of the Performance Units and issuance of Shares pursuant to in respect of the Performance Units, the assignment or release of the Performance Units for consideration, consideration or the receipt of any other benefit in connection with the Performance Units. Without limitation to the foregoing, you agree to make an election (the “Election”), in the form specified and/or approved for such election by HMRC, that the liability for your Employer NICs payments on any such gains shall be transferred to you to the fullest extent permitted by law. You further agree to execute such other elections as may be required between you and any successor to the Company and/or your Employer. Appendix - 22 You hereby authorize the Company and your Employer to withhold such Employer NICs by any of the means set forth in Section III V of the Agreement. Failure by you to enter into an Election, withdrawal of approval of the Election by HMRC or a joint revocation of the Election by you and the Company or your Employer, as applicable, shall be grounds for the forfeiture and cancellation of the Performance Units, without any liability to the Company or your Employer.

Joint Election. As a condition of your participation in the Units granted hereunderPlan, you agree to accept any liability for secondary Class 1 National Insurance Contributions contributions (the “Employer NICsEmployer’s Liability”), ) which may be payable by the Company or your and/or the Employer with respect to the Units and/or payment of the Units and issuance of Shares pursuant to the Units, the assignment or release of the Units for consideration, or the receipt of any other benefit in connection with the UnitsRestricted Stock Units and any event giving rise to Tax-Related Items. Without limitation prejudice to the foregoing, you agree to make an execute a joint election with the Company (the “Joint Election”)) prior to vesting of the Restricted Stock Units, in the form specified and/or of such Joint Election being formally approved for such election by HMRCHMRC and attached hereto as Exhibit A, that and any other consent or elections required to accomplish the liability for your Employer NICs payments on any such gains shall be transferred transfer of the Employer’s Liability to you to the fullest extent permitted by lawyou. You further agree to execute such other joint elections as may be required between you and any successor to the Company and/or your the Employer. You hereby authorize further agree that the Company and your and/or the Employer to withhold such Employer NICs may collect the Employer’s Liability by any of the means set forth in Section III 10 of the Agreement. Failure by If you to do not enter into an Electiona Joint Election prior to vesting of the Restricted Stock Units, withdrawal of if approval of the Joint Election has been withdrawn by HMRC or a joint revocation of the if such Joint Election is jointly revoked by you and the Company or your the Employer, as applicable, shall be grounds for the forfeiture Company, in its sole discretion and cancellation of the Units, without any liability to the Company or your the Employer, may choose not to issue or deliver any shares to you upon vesting of the Restricted Stock Units.

Joint Election. As a condition of your participation in the Units granted hereunderPlan, you agree to accept any liability for secondary Class 1 National Insurance Contributions national insurance contributions (the “Employer NICsEmployer’s Liability”), ) which may be payable by the Company or your and/or the Employer with respect to the Units and/or payment of the Units and issuance of Shares pursuant to the Units, the assignment or release of the Units for consideration, or the receipt of any other benefit in connection with the UnitsRestricted Stock Units and any event giving rise to Tax-Related Items. Without limitation prejudice to the foregoing, you agree to make an execute a joint election with the Company (the “Joint Election”)) prior to vesting of the Restricted Stock Units, in the form specified and/or of such Joint Election being formally approved for such election by HMRCHMRC and attached hereto as Exhibit A, that and any other consent or elections required to accomplish the liability for your Employer NICs payments on any such gains shall be transferred transfer of the Employer’s Liability to you to the fullest extent permitted by lawyou. You further agree to execute such other joint elections as may be required between you yourself and any successor to the Company and/or your the Employer. You hereby authorize further agree that the Company and your and/or the Employer to withhold such Employer NICs may collect the Employer’s Liability by any of the means set forth in Section III 10 of the Agreement. Failure by If you to do not enter into an Electiona Joint Election prior to vesting of the Restricted Stock Units, withdrawal of if approval of the Joint Election has been withdrawn by HMRC or a joint revocation of the if such Joint Election is jointly revoked by you and the Company or your the Employer, as applicable, shall be grounds for the forfeiture Company, in its sole discretion and cancellation of the Units, without any liability to the Company or your the Employer, may choose not to issue or deliver any shares to you upon vesting of the Restricted Stock Units.

Joint Election. As If you are a resident of the United Kingdom between the Grant Date and the vesting of the Units, as a condition of the Units granted hereunder, you agree to accept any liability for secondary Class 1 National Insurance Contributions (the “Employer NICs”), which may be payable by the Company or your Employer with respect to the Units and/or payment of the Units and issuance of Shares pursuant to the Units, the assignment or release of the Units for consideration, or the receipt of any other benefit in connection with the Units. Without limitation to the foregoing, you agree to make an election (the “Election”), in the form specified and/or approved for such election by HMRC, that the liability for your Employer NICs payments on any such gains shall be transferred to you to the fullest extent permitted by law. You further agree to execute such other elections as may be required between you and any successor to the Company and/or your Employer. You hereby authorize the Company and your Employer to withhold such Employer NICs by any of the means set forth in Section III of the Agreement. Failure by you to enter into an Election, withdrawal of approval of the Election by HMRC or a joint revocation of the Election by you and the Company or your Employer, as applicable, shall be grounds for the forfeiture and cancellation of the Units, without any liability to the Company or your Employer.

Joint Election. As a condition of your participation in the Units granted hereunderPlan and of the vesting of the Restricted Stock Units, you agree to accept any liability for secondary Class 1 National Insurance Contributions (the “Employer NICs”), which may be payable by the Company or your and/or the Employer with respect to the Units and/or payment vesting of the Restricted Stock Units and issuance of Shares pursuant to the Units, the assignment or release of the Units for consideration, or the receipt of any other benefit otherwise payable in connection with the Unitsshares of Stock and the right to acquire shares of Stock (“Employer NICs”). Without limitation to the foregoing, you agree to make an execute a joint election with the Company or the Employer, the form of such joint election being formally approved by HMRC (the “Joint Election”), in the form specified and/or approved for such election by HMRC, that the liability for your Employer NICs payments on and any such gains shall be transferred other required consents or elections as provided to you to by the fullest extent permitted by lawCompany or the Employer. You further agree to execute such other joint elections as may be required between you and any successor to the Company and/or your or the Employer. If you do not enter into a Joint Election, or if the Joint Election is revoked at any time by HMRC, the Restricted Stock Units shall cease vesting and become null and void, and no shares of Stock shall be acquired under the Plan, without any liability to the Company, the Employer and/or any Affiliate. You hereby authorize further agree that the Company and your and/or the Employer to withhold such may collect the Employer NICs by any of the means set forth in Section III the Share Delivery Pursuant to Vested Restricted Stock Units; Tax-Related Items section of the this Agreement. Failure by you to enter into an Election, withdrawal of approval of the Election by HMRC or a joint revocation of the Election by you and the Company or your Employer, as applicable, shall be grounds for the forfeiture and cancellation of the Units, without any liability to the Company or your Employersupplemented above.

Joint Election. As a condition of your participation in the Units granted hereunderPlan and of the vesting of the Restricted Stock Units, you agree to accept any liability for secondary Class 1 National Insurance Contributions (the “Employer NICs”), which may be payable by the Company or your and/or the Employer with respect to the Units and/or payment vesting of the Restricted Stock Units and issuance of Shares pursuant to the Units, the assignment or release of the Units for consideration, or the receipt of any other benefit otherwise payable in connection with the Unitsshares of Stock and the right to acquire shares of Stock (“Employer NICs”). Without limitation to the foregoing, you agree to make an execute a joint election with the Company or the Employer, the form of such joint election being formally approved by HMRC (the “Joint Election”), in the form specified and/or approved for such election by HMRC, that the liability for your Employer NICs payments on and any such gains shall be transferred other required consents or elections as provided to you to by the fullest extent permitted by lawCompany or the Employer. You further agree to execute such other joint elections as may be required between you and any successor to the Company and/or your or the Employer. If you do not enter into a Joint Election, or if the Joint Election is revoked at any time by HMRC, the Restricted Stock Units shall cease vesting and become null and void, and no shares of Stock shall be acquired under the Plan, without any liability to the Company, the Employer and/or any Affiliate. You hereby authorize further agree that the Company and your and/or the Employer to withhold such may collect the Employer NICs by any of the means set forth in Section III the Share Delivery Pursuant to Vested Restricted Stock Units; Tax-Related Items section of the this Agreement, as supplemented above. Failure by you to enter into an Election, withdrawal of approval of the Election by HMRC This Agreement is not a stock certificate or a joint revocation of the Election by you and the Company or your Employer, as applicable, shall be grounds for the forfeiture and cancellation of the Units, without any liability to the Company or your Employernegotiable instrument.

Joint Election. As a condition of the Units granted hereunder, you agree to accept any liability for secondary Class 1 National Insurance Contributions (the “Employer NICs”), which may be payable by the Company or your Employer with respect to the Units and/or payment of the Units and issuance of Shares pursuant to the Units, the assignment or release of the Units for consideration, or the receipt of any other benefit in connection with the Units. Without limitation to the foregoing, you agree to make an election (the “Election”), in the form specified and/or approved for such election by HMRC, that the liability for your Employer NICs payments on any such gains shall be transferred to you to the fullest extent permitted by law. You further agree to execute such other elections as may be required between you and any successor to Appendix A-17 the Company and/or your Employer. You hereby authorize the Company and your Employer to withhold such Employer NICs by any of the means set forth in Section III of the Agreement. Failure by you to enter into an Election, withdrawal of approval of the Election by HMRC or a joint revocation of the Election by you and the Company or your Employer, as applicable, shall be grounds for the forfeiture and cancellation of the Units, without any liability to the Company or your Employer.

Joint Election. As a condition of the Units granted hereunderAward, you agree to accept any liability for secondary Class 1 National Insurance Contributions (the “Employer NICs”), ) which may be payable by the Company or your Employer with respect to the Units earning and/or payment of the Performance Units and issuance of Shares pursuant to shares of Common Stock in respect of the Performance Units, the assignment or release of the Performance Units for consideration, consideration or the receipt of any other benefit in connection with the Performance Units. Without limitation to the foregoing, you agree to make an election (the “Election”), in the form specified and/or approved for such election by HMRC, that the liability for your Employer NICs the Secondary Class 1 National Insurance Contribution payments on any such gains shall be transferred to you to the fullest extent permitted by law. You further agree to execute such other elections as may be required between you and any successor to the Company and/or your Employer. You hereby authorize authorizes the Company and your Employer to withhold such Employer NICs Secondary Class 1 National Insurance Contributions by any of the means set forth in Section III V of the Award Agreement. Failure by you to enter into an Election, withdrawal of approval of the Election by HMRC or a joint revocation of the Election by you and the Company or your Employer, as applicable, shall be grounds for the forfeiture and cancellation of the Performance Units, without any liability to the Company or your Employer.. Appendix-14 UNITED STATES TERMS AND CONDITIONS Nature of Grant. The following provision replaces Section VIII(k) of the Award Agreement:

Joint Election. As a condition of the Units granted hereunder, you agree to accept any liability for secondary Class 1 National Insurance Contributions (the “Employer NICs”), which may be payable by the Company or your Employer with respect to the Units and/or payment of the Units and issuance of Shares pursuant to the Units, the assignment or release of the Units for consideration, or the receipt of any other benefit in connection with the Units. Without limitation to the foregoing, you agree to make an election (the “Election”), in the form specified and/or approved for such election by HMRC, that the liability for your Employer NICs payments on any such gains shall be transferred to you to the fullest extent permitted by law. You further agree to execute such other elections as may be required between you and any successor to the Company and/or your Employer. You hereby authorize the Company and your Employer to withhold such Employer NICs by any of the means set forth in Section III of the Agreement. Failure by you to enter into an Election, withdrawal of approval of the Election by HMRC or a joint revocation of the Election by you and the Company or your Employer, as applicable, shall be grounds for the forfeiture and cancellation of the Units, without any liability to the Company or your Employer.. UNITED STATES TERMS AND CONDITIONS Nature of Grant. The following provision replaces Section I(i) of the Agreement:

Joint Election. As If you are a resident of the United Kingdom between the Grant Date and the vesting of the Performance Units, as a condition of the Units granted hereunderAward, you agree to accept any liability for secondary Class 1 National Insurance Contributions (the “Employer NICs”), ) which may be payable by the Company or your Employer with respect to the Units earning and/or payment of the Performance Units and issuance of Shares pursuant to in respect of the Performance Units, the assignment or release of the Performance Units for consideration, consideration or the receipt of any other benefit in connection with the Performance Units. Without limitation to the foregoing, you agree to make an election (the “Election”), in the form specified and/or approved for such election by HMRC, that the liability for your Employer NICs payments on any such gains shall be transferred to you to the fullest extent permitted by law. You further agree to execute such other elections as may be required between you and any successor to the Company and/or your Employer. You hereby authorize the Company and your Employer to withhold such Employer NICs by any of the means set forth in Section III V of the Agreement. Failure by you to enter into an Election, withdrawal of approval of the Election by HMRC or a joint revocation of the Election by you and the Company or your Employer, as applicable, shall be grounds for the forfeiture and cancellation of the Performance Units, without any liability to the Company or your Employer.. UNITED STATES

Joint Election. As a condition of the Units granted hereunderAward, you agree to accept any liability for secondary Class 1 National Insurance Contributions (the “Employer NICs”), ) which may be payable by the Company or your Employer with respect to the Units earning and/or payment of the Performance Units and issuance of Shares pursuant to shares of Common Stock in respect of the Performance Units, the assignment or release of the Performance Units for consideration, consideration or the receipt of any other benefit in connection with the Performance Units. Without limitation to the foregoing, you agree to make an election (the “Election”), in the form specified and/or approved for such election by HMRC, that the liability for your Employer NICs the Secondary Class 1 National Insurance Contribution payments on any such gains shall be transferred to you to the fullest extent permitted by law. You further agree to execute such other elections as may be required between you and any successor to the Company and/or your Employer. You hereby authorize authorizes the Company and your Employer to withhold such Employer NICs Secondary Class 1 National Insurance Contributions by any of the means set forth in Section III V of the Award Agreement. Failure by you to enter into an Election, withdrawal of approval of the Election by HMRC or a joint revocation of the Election by you and the Company or your Employer, as applicable, shall be grounds for the forfeiture and cancellation of the Performance Units, without any liability to the Company or your Employer.. UNITED STATES

Joint Election. As a condition of the Units granted hereunder, you agree to accept any liability for secondary Class 1 National Insurance Contributions (the “Employer NICs”), which may be payable by the Company or your Employer with respect to the Units and/or payment of the Units and issuance of Shares pursuant to the Units, the assignment or release of the Units for consideration, or the receipt of any other benefit in connection with the Units. Without limitation to the foregoing, you agree to make an election (the “Election”), in the form specified and/or approved for such election by HMRC, that the liability for your Employer NICs payments on any such gains shall be transferred to you to the fullest extent permitted by law. You further agree to execute such other elections as may be required between you and any successor to the Company and/or your Employer. You hereby authorize the Company and your Employer to withhold such Employer NICs by any of the means set forth in Section III of the Agreement. APPENDIX A-17 Failure by you to enter into an Election, withdrawal of approval of the Election by HMRC or a joint revocation of the Election by you and the Company or your Employer, as applicable, shall be grounds for the forfeiture and cancellation of the Units, without any liability to the Company or your Employer.. UNITED STATES TERMS AND CONDITIONS Nature of Grant. The following provision replaces Section I(i) of the Agreement:

Joint Election. As a condition of your participation in the Units granted hereunderPlan, you agree to accept any liability for secondary Class 1 National Insurance Contributions national insurance contributions (the “Employer NICsEmployer’s Liability”), ) which may be payable by the Company or your and/or the Employer with respect to the Units and/or payment of the Units and issuance of Shares pursuant to the Units, the assignment or release of the Units for consideration, or the receipt of any other benefit in connection with the UnitsRestricted Stock Units and any event giving rise to Tax-Related Items. Without limitation prejudice to the foregoing, you agree to make an execute a joint election with the Company (the “Joint Election”)) prior to vesting of the Restricted Stock Units, in the form specified and/or of such Joint Election being formally approved for such election by HMRCHMRC and attached hereto as Exhibit A, that and any other consent or elections required to accomplish the liability for your Employer NICs payments on any such gains shall be transferred transfer of the Employer’s Liability to you to the fullest extent permitted by lawyou. You further agree to execute such other joint elections as may be required between you yourself and any successor to the Company and/or your the Employer. You hereby authorize further agree that the Company and your and/or the Employer to withhold such Employer NICs may collect the Employer’s Liability by any of the means set forth in Section III 10 of the Agreement. Failure by If you to do not enter into an Electiona Joint Election prior to vesting of the Restricted Stock Units, withdrawal of if approval of the Joint Election has been withdrawn by HMRC or a joint revocation of the if such Joint Election is jointly revoked by you and the Company or your the Employer, as applicable, shall be grounds for the forfeiture Company, in its sole discretion and cancellation of the Units, without any liability to the Company or your the Employer, may choose not to issue or deliver any shares to you upon vesting of the Restricted Stock Xxxxx.

Joint Election. As a condition of the Units Options granted hereunder, you agree Participant agrees to accept any liability for secondary Class 1 National Insurance Contributions (the “Employer NICs”), which may be payable by the Company or your Employer Participant’s employer with respect to the Units and/or payment exercise of the Units Options and issuance of Shares pursuant subject to the UnitsOptions, the assignment or release of the Units Options for consideration, or the receipt of any other benefit in connection with the UnitsOptions. Without limitation to the foregoing, you agree Participant agrees to make an election (the “Election”), in the form specified and/or approved for such election by HMRC, that the liability for your Participant’s Employer NICs payments on any such gains shall be transferred to you Participant to the fullest extent permitted by law. You Participant further agree agrees to execute such other elections as may be required between you Participant and any successor to the Company and/or your EmployerParticipant’s employer. You hereby authorize Participant authorizes the Company and your Employer his or her employer to withhold such Employer NICs by any of the means set forth in Section III 7(a) of the Agreement. Failure by you Participant to enter into an Election, withdrawal of approval of the Election by HMRC or a joint revocation of the Election by you Participant and the Company or your EmployerParticipant’s employer, as applicable, shall be grounds for the forfeiture and cancellation of the UnitsOptions, without any liability to the Company or your EmployerParticipant’s employer.

Joint Election. As a condition of participation in the Units granted hereunderPlan, you agree to accept any liability for secondary Class 1 National Insurance Contributions NICs which may be payable by the Company and/or the Employer in connection with this Option and any event giving rise to Tax-Related Items related to your participation in the Plan (the “Employer NICs”), which may be payable by the Company or your Employer with respect to the Units and/or payment of the Units and issuance of Shares pursuant to the Units, the assignment or release of the Units for consideration, or the receipt of any other benefit in connection with the Units. Without limitation prejudice to the foregoing, if requested to do so by the Employer or the Company, you agree to make an execute a joint election with the Company or the Employer, the form of such joint election having been approved formally by HMRC (the “Joint Election”), in and any other required consent or election to accomplish the form specified and/or approved for such election by HMRC, that the liability for your transfer of Employer NICs payments on any such gains shall be transferred to you to the fullest extent permitted by lawyou. You further agree to execute such other joint elections as may be required between you and any successor to the Company and/or your or the Employer. You hereby authorize further agree that the Company and your or the Employer to withhold such may collect the Employer NICs from you by any of the means set forth in Section III the “Withholding” section of the this Agreement. Failure by you If, having been requested to enter into an Electiona Joint Election by the Employer or the Company, withdrawal of you do not enter into the Joint Election or if approval of the Joint Election has been withdrawn by HMRC or a joint revocation of HMRC, the Election by you Company, in its sole discretion and the Company or your Employer, as applicable, shall be grounds for the forfeiture and cancellation of the Units, without any liability to the Company or your the Employer, may choose not to issue or deliver any shares of Stock to you upon exercise of this Option.

Joint Election. As a condition of the Units granted hereunderAward, you agree to accept any liability for secondary Class 1 National Insurance Contributions (the “"Employer NICs”), ") which may be payable by the Company or your Employer with respect to the Units earning and/or payment of the Performance Units and issuance of Shares pursuant to in respect of the Performance Units, the assignment or release of the Performance Units for consideration, consideration or the receipt of any other benefit in connection with the Performance Units. Without limitation to the foregoing, you agree to make an election (the “"Election”"), in the form specified and/or approved for such election by HMRC, that the liability for your Employer NICs payments on any such gains shall be transferred to you to the fullest extent permitted by law. You further agree to execute such other elections as may be required between you and any successor to the Company and/or your Employer. You hereby authorize the Company and your Employer to withhold such Employer NICs by any of the means set forth in Section III V of the Agreement. Failure by you to enter into an Election, withdrawal of approval of the Election by HMRC or a joint revocation of the Election by you and the Company or your Employer, as applicable, shall be grounds for the forfeiture and cancellation of the Performance Units, without any liability to the Company or your Employer.. Appendix - 21

Joint Election. As a condition of the Units granted hereunderAward, you agree to accept any liability for secondary Class 1 National Insurance Contributions (the “Employer NICs”), ) which may be payable by the Company or your Employer with respect to the Units earning and/or payment of the Performance Units and issuance of Shares pursuant to shares of Common Stock in respect of the Performance Units, the assignment or release of the Performance Units for consideration, consideration or the receipt of any other benefit in connection with the Performance Units. Without limitation to the foregoing, you agree to make an election (the “Election”), in the form specified and/or approved for such election by HMRC, that the liability for your Employer employer NICs payments on any such gains shall be transferred to you to the fullest extent permitted by law. You further agree to execute such other elections as may be required between you and any successor to the Company and/or your Employer. You hereby authorize the Company and your Employer to withhold such Employer NICs by any of the means set forth in Section III V of the Agreement. Failure by you to enter into an Election, withdrawal of approval of the Election by HMRC or a joint revocation of the Election by you and the Company or your Employer, as applicable, shall be grounds for the forfeiture and cancellation of the Performance Units, without any liability to the Company or your Employer.. UNITED STATES

Joint Election. As a condition of the Units Option granted hereunder, you agree to accept any liability for secondary Class 1 National Insurance Contributions (the “Employer NICs”), which may be payable by the Company or your Employer with respect to the Units and/or payment exercise of the Units Option and issuance of Shares pursuant subject to the UnitsOption, the assignment or release of the Units Option for consideration, or the receipt of any other benefit in connection with the UnitsOption. Without limitation to the foregoing, you agree to make an election (the “Election”), in the form specified and/or approved for such election by HMRC, that the liability for your Employer NICs payments on any such gains shall be transferred to you to the fullest extent permitted by law. You further agree to execute such other elections as may be required between you and any successor to the Company and/or your Employer. You hereby authorize the Company and your Employer to withhold such Employer NICs by any of the means set forth in Section III V of the Agreement. Failure by you to enter into an Election, withdrawal of approval of the Election by HMRC or a joint revocation of the Election by you and the Company or your Employer, as applicable, shall be grounds Appendix A-27 for the forfeiture and cancellation of the UnitsOption, without any liability to the Company or your Employer.

Joint Election. As a condition of the Units Option granted hereunder, you agree to accept any liability for secondary Class 1 National Insurance Contributions (the “Employer NICs”), which may be payable by the Company or your Employer with respect to the Units and/or payment exercise of the Units Option and issuance of Shares pursuant subject to the UnitsOption, the assignment or release of the Units Option for consideration, or the receipt of any other benefit in connection with the UnitsOption. Without limitation to the foregoing, you agree to make an election (the “Election”), in the form specified and/or approved for such election by HMRC, that the liability for your Employer NICs payments on any such gains shall be transferred to you to the fullest extent permitted by law. You further agree to execute such other elections as may be required between you and any successor to the Company and/or your Employer. You hereby authorize the Company and your Employer to withhold such Employer NICs by any of the means set forth in Section III V of the Agreement. Failure by you to enter into an Election, withdrawal of approval of the Election by HMRC or a joint revocation of the Election by you and the Company or your Employer, as applicable, shall be grounds for the forfeiture and cancellation of the UnitsOption, without any liability to the Company or your Employer.. UNITED STATES TERMS AND CONDITIONS Nature of Grant. The following provision replaces Section IV(B)(1) of the Agreement:

Joint Election. As a condition of the Units granted hereunderAward, you agree to accept any liability for secondary Class 1 National Insurance Contributions (the “Employer NICs”), ) which may be payable by the Company or your Employer with respect to the Units earning and/or payment of the Performance Units and issuance of Shares pursuant to in respect of the Performance Units, the assignment or release of the Performance Units for consideration, consideration or the receipt of any other benefit in connection with the Performance Units. Without limitation to the foregoing, you agree to make an election (the “Election”), in the form specified and/or approved for such election by HMRC, that the liability for your Employer NICs payments on any such gains shall be transferred to you to the fullest extent permitted by law. You further agree to execute such other elections as may be required between you and any successor to the Company and/or your Employer. You hereby authorize the Company and your Employer to withhold such Employer NICs by any of the means set forth in Section III V of the Agreement. Failure by you to enter into an Election, withdrawal of approval of the Election by HMRC or a joint revocation of the Election by you and the Company or your Employer, as applicable, shall be grounds for the forfeiture and cancellation of the Performance Units, without any liability to the Company or your Employer.. UNITED STATES

Joint Election. As a condition of the Units granted hereunder, you agree to accept any liability for secondary Class 1 National Insurance Contributions (the “Employer NICs”), which may be payable by the Company or your Employer with respect to the Units and/or payment of the Units and issuance of Shares pursuant to the Units, the assignment or release of the Units for consideration, or the receipt of any other benefit in connection with the Units. Without limitation to the foregoing, you agree to make an election (the “Election”), in the form specified and/or approved for such election by HMRC, that the liability for your Employer NICs payments on any such gains shall be transferred to you to the fullest extent permitted by law. You further agree to execute such other elections as may be required between you and any successor to the Company and/or your Employer. You hereby authorize the Company and your Employer to withhold such Employer NICs by any of the means set forth in Section III of the Agreement. Failure by you to enter into an Election, withdrawal of approval of the Election by HMRC or a joint revocation of the Election by you and the Company or your Employer, as applicable, shall be grounds for the forfeiture and cancellation of the Units, without any liability to the Company or your Employer.. UNITED STATES

Joint Election. As a condition of the Units granted hereunderAward, you agree to accept any liability for secondary Class 1 National Insurance Contributions (the “Employer NICs”), ) which may be payable by the Company or your Employer with respect to the Units earning and/or payment of the Performance Units and issuance of Shares pursuant to in respect of the Performance Units, the assignment or release of the Performance Units for consideration, consideration or the receipt of any other benefit in connection with the Performance Units. Without limitation to the foregoing, you agree to make an election (the “Election”), in the form specified and/or approved for such election by HMRC, that the liability for your Employer NICs payments on any such gains shall be transferred to you to the fullest extent permitted by law. You further agree to execute Appendix A-18 such other elections as may be required between you and any successor to the Company and/or your Employer. You hereby authorize the Company and your Employer to withhold such Employer NICs by any of the means set forth in Section III V of the Agreement. Failure by you to enter into an Election, withdrawal of approval of the Election by HMRC or a joint revocation of the Election by you and the Company or your Employer, as applicable, shall be grounds for the forfeiture and cancellation of the Performance Units, without any liability to the Company or your Employer.

Joint Election. As a condition of the Units granted hereunderAward, you agree to accept any liability for secondary Class 1 National Insurance Contributions (the “Employer NICs”), ) which may be payable by the Company or your Employer with respect to the Units earning and/or payment of the Performance Units and issuance of Shares pursuant to shares of Common Stock in respect of the Performance Units, the assignment or release of the Performance Units for consideration, consideration or the receipt of any other benefit in connection with the Performance Units. Without limitation to the foregoing, you agree to make an election (the “Election”), in the form specified and/or approved for such election by HMRC, that the liability for your Employer NICs the Secondary Class 1 National Insurance Contribution payments on any such gains shall be transferred to you to the fullest extent permitted by law. You further agree to execute such other elections as may be required between you and any successor to the Company and/or your Employer. You hereby authorize authorizes the Company and your Employer to withhold such Employer NICs Secondary Class 1 National Insurance Contributions by any of the means set forth in Section III V of the Agreement. Failure by you to enter into an Election, withdrawal of approval of the Election by HMRC or a joint revocation of the Election by you and the Company or your Employer, as applicable, shall be grounds for the forfeiture and cancellation of the Performance Units, without any liability to the Company or your Employer.. UNITED STATES

Joint Election. As a condition of the Units granted hereunder, you agree to accept any liability for secondary Class 1 National Insurance Contributions (the “Employer NICs”), which may be payable by the Company or your Employer with respect to the Units and/or payment of the Units and issuance of Shares pursuant to the Units, the assignment or release of the Units for consideration, or the receipt of any other benefit in connection with the Units. Without limitation to the foregoing, you agree to make an election (the “Election”), in the form specified and/or approved for such election by HMRC, that the liability for your Employer NICs payments on any such gains shall be transferred to you to the fullest extent permitted by law. You further agree to execute such other elections as may be required between you and any successor to the Company and/or your Employer. You hereby authorize the Company and your Employer to withhold such Employer NICs by any of the means set forth in Section III of the Agreement. Failure by you to enter into an Election, withdrawal of approval of the Election by HMRC or a joint revocation of the Election by you and the Company or your Employer, as applicable, shall be grounds for the forfeiture and cancellation of the Units, without any liability to the Company or your Employer.. UNITED STATES Appendix A-21