Common use of Responsibility for Taxes and Withholding Clause in Contracts

Responsibility for Taxes and Withholding. Regardless of any action the Company, any of its Subsidiaries and/or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or any of its affiliates. The Grantee further acknowledges that the Company and/or its Subsidiaries (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant or vesting of the Restricted Stock Units, the delivery of Shares, the subsequent sale of Shares acquired pursuant to such delivery and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of any award to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

Responsibility for Taxes and Withholding. Regardless of any action the Company, any of its Subsidiaries and/or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or any of its affiliates, if any. The Grantee further acknowledges that the Company and/or its Subsidiaries (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant or vesting of the Restricted Stock Units, the delivery of Shares, the subsequent sale of Shares acquired pursuant to such delivery and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of any award to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

Responsibility for Taxes and Withholding. Regardless of any action the Company, any of its Subsidiaries and/or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or any of its affiliates, if any. The Grantee further acknowledges that the Company and/or its Subsidiaries (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant or vesting of the Restricted Stock Units, the delivery of Shares, the subsequent sale of Shares acquired pursuant to such delivery and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of any award to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior Grantee shall satisfy his or her obligation to any relevant taxable or tax advance the Tax-Related Items by the Company withholding eventwhole Shares which would otherwise be delivered to Grantee upon vesting of the Restricted Stock Units having an aggregate Fair Market Value, determined as applicableof the date on which such withholding obligation arises (the “Tax Date”), the Grantee will pay or make adequate arrangements satisfactory equal to the Company and/or its Subsidiaries to satisfy all Tax-Related Items. In this regardNotwithstanding the foregoing, the Grantee authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, may elect to satisfy his or her obligation to advance the obligations with regard to all Tax-Related Items by one or a combination any of the followingfollowing means:

Responsibility for Taxes and Withholding. Regardless of any action the Company, any of its Subsidiaries and/or the Grantee’s 's employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or any of its affiliates, if any. The Grantee further acknowledges that the Company and/or its Subsidiaries (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant or vesting of the Restricted Stock Units, the delivery of Shares, the subsequent sale of Shares acquired pursuant to such delivery and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of any award to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior Grantee shall satisfy his or her obligation to any relevant taxable or tax advance the Tax-Related Items by the Company withholding eventwhole Shares which would otherwise be delivered to Grantee upon vesting of the Restricted Stock Units having an aggregate Fair Market Value, determined as applicableof the date on which such withholding obligation arises (the “Tax Date”), the Grantee will pay or make adequate arrangements satisfactory equal to the Company and/or its Subsidiaries to satisfy all Tax-Related Items. In this regardNotwithstanding the foregoing, the Grantee authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, may elect to satisfy his or her obligation to advance the obligations with regard to all Tax-Related Items by one or a combination any of the followingfollowing means:

Responsibility for Taxes and Withholding. Regardless of any action the Company, any of its Subsidiaries and/or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or any of its affiliates. The Grantee further acknowledges that the Company and/or its Subsidiaries (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, Bonus; including, but not limited to, the grant grant, vesting or vesting payment of the Restricted Stock Units, the delivery of Shares, the subsequent sale of Shares acquired pursuant to such delivery and the receipt of any dividends and/or dividend equivalentsBonus; and (ii) do not commit to and are under no obligation to structure the terms of any award to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all Tax-Related Items. In this regard, the Grantee authorizes is deemed to authorize the Company and/or its Subsidiaries, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one withholding from the Grantee’s Bonus, wages or a combination of other cash compensation paid to the following:Grantee by the Company and/or its Subsidiaries.

Responsibility for Taxes and Withholding. Regardless of any action the Company, any of its Subsidiaries and/or the Grantee’s Participant's employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the GranteeParticipant’s participation in the Plan and legally applicable to the Grantee Participant (“Tax-Related Items”), the Grantee Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the GranteeParticipant’s responsibility and may exceed the amount actually withheld by the Company or any of its affiliates. The Grantee Participant further acknowledges that the Company and/or its Subsidiaries Subsidiaries: (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Based Restricted Stock Units, including, but not limited to, the grant grant, vesting or vesting exercise of the Performance Based Restricted Stock Units, the delivery of Sharesshares of Stock, the subsequent sale of Shares shares acquired pursuant to such delivery and the receipt of any dividends and/or dividend equivalentsdividends; and (ii) do not commit to and are under no obligation to structure the terms of any award to reduce or eliminate the GranteeParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee Participant becomes subject to tax in more than one jurisdiction between the Date of Grant Date and the date of any relevant taxable event, the Grantee Participant acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee Participant will pay or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all Tax-Related Items. In this regard, the Grantee Participant authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

Responsibility for Taxes and Withholding. Regardless of any action the Company, any of its Subsidiaries and/or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or any of its affiliates, if any. The Grantee further acknowledges that the Company and/or its Subsidiaries (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant or vesting of the Restricted Stock Units, the delivery of Shares, the subsequent sale of Shares acquired any cash payment pursuant to such delivery Section 4 and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of any award to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior In the event the Grantee is subject to tax withholding, prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

Responsibility for Taxes and Withholding. Regardless of any action the Company, ,any of its Subsidiaries and/or the Grantee’s 's employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or any of its affiliates, if any. The Grantee further acknowledges that the Company and/or its Subsidiaries (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant or vesting of the Restricted Stock Units, the delivery of Shares, the subsequent sale of Shares acquired pursuant to such delivery and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of any award to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, In the event the Grantee will pay is subject to tax withholding, Grantee shall satisfy his or make adequate arrangements satisfactory her obligation to advance the Tax-Related Items by the Company withholding whole Shares which would otherwise be delivered to Grantee upon vesting of the Restricted Stock Units having an aggregate Fair Market Value, determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Company and/or its Subsidiaries to satisfy all Tax-Related Items. In this regardNotwithstanding the foregoing, the Grantee authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, may elect to satisfy his or her obligation to advance the obligations with regard to all Tax-Related Items by one or a combination any of the followingfollowing means:

Responsibility for Taxes and Withholding. Regardless The Grantee acknowledges that, regardless of any action the Company, any of Company or its Subsidiaries and/or subsidiary employing the Grantee’s employer Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account account, or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (the “Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or any of its affiliatesthe Employer. The Grantee further acknowledges that the Company and/or its Subsidiaries the Employer: (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsRSUs, including, but not limited toincluding the grant of the RSUs, the grant or vesting of the Restricted Stock UnitsRSUs, the delivery conversion of Sharesthe RSUs into Stock or the receipt of an equivalent cash payment, the subsequent sale of Shares any Stock acquired pursuant to such delivery at vesting and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any award aspect of the RSUs to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or its Subsidiaries the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay shall pay, or make adequate arrangements satisfactory to the Company and/or its Subsidiaries the Employer to satisfy all Tax-Related Items. In this regard, pursuant to Section 16 of the Plan, if permissible under local law and subject to any restrictions provided by the Committee prior to the vesting of the RSUs, the Grantee authorizes the Company or the Employer, or their respective agents, to withhold whole shares of Stock to be issued upon vesting/settlement of the RSUs equal to all applicable Tax-Related Items, rounded down to the nearest whole share (“net settlement”). Alternatively, or in addition, subject to any restrictions provided by the Committee prior to the vesting of the RSUs, the Grantee authorizes the Company and/or its Subsidiariesthe Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:: (i) withholding from the Grantee’s wages or other cash compensation payable to the Grantee by the Company and/or the Employer; (ii) withholding from proceeds of the sale of shares of Stock acquired upon vesting/settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) personal check or other cash equivalent acceptable to the Company or the Employer (as applicable). Depending on the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or such greater amounts not to exceed the maximum statutory rate necessary, in the applicable jurisdiction, to satisfy federal, state, and local withholding tax requirements (but only if withholding at a rate greater than the minimum statutory rate will not result in adverse financial accounting consequences). In the event that the Company or the Employer withholds an amount for Tax-Related Items that exceeds the maximum withholding amount under applicable law, the Grantee shall receive a refund of such over-withheld amount in cash and shall have no entitlement to an equivalent amount in Stock. If the obligation for Tax-Related Items is satisfied by withholding a number of shares of Stock as described herein, for tax purposes, the Grantee shall be deemed to have been issued the full number of shares of Stock subject to the Award, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of the Grantee’s participation in the Plan. Finally, the Grantee shall pay to the Company or to the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver shares or the proceeds of the sale of shares of Stock if the Grantee fails to comply with his or her obligation in connection with the Tax-Related Items.

Responsibility for Taxes and Withholding. Regardless of any action the Company, any of its Subsidiaries and/or the GranteeParticipant’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the GranteeParticipant’s participation in the Plan and legally applicable to the Grantee Participant (“Tax-Related Items”), the Grantee Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the GranteeParticipant’s responsibility and may exceed the amount actually withheld by the Company or any of its affiliates. The Grantee Participant further acknowledges that the Company and/or its Subsidiaries (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsOptions, including, but not limited to, the grant grant, vesting or vesting exercise of the Restricted Stock UnitsOptions , the delivery of Sharesshares of Stock, the subsequent sale of Shares shares acquired pursuant to such delivery and the receipt of any dividends and/or dividend equivalentsdividends; and (ii) do not commit to and are under no obligation to structure the terms of any award to reduce or eliminate the GranteeParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee Participant becomes subject to tax in more than one jurisdiction between the Date of Grant Date and the date of any relevant taxable event, the Grantee Participant acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee Participant will pay or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all Tax-Related Items. In this regard, the Grantee Participant authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

Responsibility for Taxes and Withholding. Regardless of any action the Company, any of its Subsidiaries and/or the Grantee’s Participant's employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the GranteeParticipant’s participation in the Plan and legally applicable to the Grantee Participant (“Tax-Related Items”), the Grantee Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the GranteeParticipant’s responsibility and may exceed the amount actually withheld by the Company or any of its affiliates. The Grantee Participant further acknowledges that the Company and/or its Subsidiaries (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsOptions, including, but not limited to, the grant grant, vesting or vesting exercise of the Restricted Stock UnitsOptions, the delivery of Sharesshares of Stock, the subsequent sale of Shares shares acquired pursuant to such delivery and the receipt of any dividends and/or dividend equivalentsdividends; and (ii) do not commit to and are under no obligation to structure the terms of any award to reduce or eliminate the GranteeParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee Participant becomes subject to tax in more than one jurisdiction between the Date of Grant Date and the date of any relevant taxable event, the Grantee Participant acknowledges NQSO Non-US 4/2015 that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee Participant will pay or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all Tax-Related Items. In this regard, the Grantee Participant authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

Responsibility for Taxes and Withholding. Regardless The Grantee acknowledges that, regardless of any action the Company, any of Company or its Subsidiaries and/or subsidiary employing the Grantee’s employer Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account account, or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (the “Tax-Tax- Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or any of its affiliatesthe Employer. The Grantee further acknowledges that the Company and/or its Subsidiaries the Employer: (i) make no representations or undertakings regarding the treatment of any Tax-Tax- Related Items in connection with any aspect of the Restricted Stock UnitsRSUs, including, but not limited toincluding the grant of the RSUs, the grant or vesting of the Restricted Stock UnitsRSUs, the delivery conversion of Sharesthe RSUs into Stock or the receipt of an equivalent cash payment, the subsequent sale of Shares any Stock acquired pursuant to such delivery at vesting and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any award aspect of the RSUs to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or its Subsidiaries the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay shall pay, or make adequate arrangements satisfactory to the Company and/or its Subsidiaries the Employer to satisfy all Tax-Related Items. In this regard, pursuant to Section 11 of the Plan, if permissible under local law and subject to any restrictions provided by the Committee prior to the vesting of the RSUs, the Grantee authorizes the Company or the Employer, or their respective agents, to withhold whole shares of Stock to be issued upon vesting/settlement of the RSUs equal to all applicable Tax-Related Items, rounded down to the nearest whole share (“net settlement”). Alternatively, or in addition, subject to any restrictions provided by the Committee prior to the vesting of the RSUs, the Grantee authorizes the Company and/or its Subsidiariesthe Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:: (i) withholding from the Grantee’s wages or other cash compensation payable to the Grantee by the Company and/or the Employer; (ii) withholding from proceeds of the sale of shares of Stock acquired upon vesting/settlement of the RSUs either through a voluntary sale or through a

Responsibility for Taxes and Withholding. Regardless of any action the Company, any of its Subsidiaries and/or the GranteeParticipant’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the GranteeParticipant’s participation in the Plan and legally applicable to the Grantee Participant (“Tax-Related Items”), the Grantee Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the GranteeParticipant’s responsibility and may exceed the amount actually withheld by the Company or any of its affiliates. The Grantee Participant further acknowledges that the Company and/or its Subsidiaries (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Based Restricted Stock Units, including, but not limited to, the grant grant, vesting or vesting exercise of the Performance Based Restricted Stock Units, the delivery of Sharesshares of Stock, the subsequent sale of Shares shares acquired pursuant to such delivery and the receipt of any dividends and/or dividend equivalentsdividends; and (ii) do not commit to and are under no obligation to structure the terms of any award to reduce or eliminate the GranteeParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee Participant becomes subject to tax in more than one jurisdiction between the Date of Grant Date and the date of any relevant taxable event, the Grantee Participant acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee Participant will pay or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all Tax-Related Items. In this regard, the Grantee Participant authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

Responsibility for Taxes and Withholding. Regardless of any action the Company, any of its Subsidiaries and/or the Grantee’s 's employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or any of its affiliates, if any. The Grantee further acknowledges that the Company and/or its Subsidiaries (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant or vesting of the Restricted Stock Units, the delivery of Shares, the subsequent sale of Shares acquired any cash payment pursuant to such delivery Section 4 and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of any award to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior In the event the Grantee is subject to tax withholding, prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

Responsibility for Taxes and Withholding. Regardless The Grantee acknowledges that, regardless of any action the Company, any of Company or its Subsidiaries and/or subsidiary employing the Grantee’s employer Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account account, or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (the “Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or any of its affiliatesthe Employer. The Grantee further acknowledges that the Company and/or its Subsidiaries the Employer: (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsRSUs, including, but not limited toincluding the grant of the RSUs, the grant or vesting of the Restricted Stock UnitsRSUs, the delivery conversion of Sharesthe RSUs into Stock or the receipt of an equivalent cash payment, the subsequent sale of Shares any Stock acquired pursuant to such delivery at vesting and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any award aspect of the RSUs to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or its Subsidiaries the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay shall pay, or make adequate arrangements satisfactory to the Company and/or its Subsidiaries the Employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:all

Responsibility for Taxes and Withholding. Regardless of any action the Company, ,any of its Subsidiaries and/or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or any of its affiliates, if any. The Grantee further acknowledges that the Company and/or its Subsidiaries (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant or vesting of the Restricted Stock Units, the delivery of Shares, the subsequent sale of Shares acquired pursuant to such delivery and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of any award to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, In the event the Grantee will pay is subject to tax withholding, Grantee shall satisfy his or make adequate arrangements satisfactory her obligation to advance the Tax-Related Items by the Company withholding whole Shares which would otherwise be delivered to Grantee upon vesting of the Restricted Stock Units having an aggregate Fair Market Value, determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Company and/or its Subsidiaries to satisfy all Tax-Related Items. In this regardNotwithstanding the foregoing, the Grantee authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, may elect to satisfy his or her obligation to advance the obligations with regard to all Tax-Related Items by one or a combination any of the followingfollowing means:

Responsibility for Taxes and Withholding. Regardless of any action the Company, any of its Subsidiaries and/or the GranteeEmployee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the GranteeEmployee’s participation in the Plan and legally applicable to the Grantee Employee (“Tax-Related Items”), the Grantee Employee acknowledges that the ultimate liability for all Tax-Related Items is and remains the GranteeEmployee’s responsibility and may exceed the amount actually withheld by the Company or any of its affiliates. The Grantee Employee further acknowledges that the Company and/or its Subsidiaries (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Based Restricted Stock Units, including, but not limited to, the grant or vesting of the Performance Based Restricted Stock Units, the delivery of Sharesshares of Stock, the subsequent sale of Shares shares acquired pursuant to such delivery and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of any award to reduce or eliminate the GranteeEmployee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee Employee becomes subject to tax in more than one jurisdiction between the Date of Grant Date and the date of any relevant taxable event, the Grantee Employee acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee Employee will pay or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all Tax-Related Items. In this regard, the Grantee Employee authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

Responsibility for Taxes and Withholding. Regardless The Grantee acknowledges that, regardless of any action the Company, any of Company or its Subsidiaries and/or subsidiary employing the Grantee’s employer Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account account, or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (the “Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or any of its affiliatesthe Employer. The Grantee further acknowledges that the Company and/or its Subsidiaries the Employer: (i) make no representations or undertakings regarding the treatment of any Tax-Tax- Related Items in connection with any aspect of the Restricted Stock UnitsRSUs, including, but not limited toincluding the grant of the RSUs, the grant or vesting of the Restricted Stock UnitsRSUs, the delivery conversion of Sharesthe RSUs into Stock or the receipt of an equivalent cash payment, the subsequent sale of Shares any Stock acquired pursuant to such delivery at vesting and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any award aspect of the RSUs to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or its Subsidiaries the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay shall pay, or make adequate arrangements satisfactory to the Company and/or its Subsidiaries the Employer to satisfy all Tax-Related Items. In this regard, pursuant to Section 11 of the Plan, if permissible under local law and subject to any restrictions provided by the Committee prior to the vesting of the RSUs, the Grantee authorizes the Company or the Employer, or their respective agents, to withhold whole shares of Stock to be issued upon vesting/settlement of the RSUs equal to all applicable Tax-Related Items, rounded down to the nearest whole share (“net settlement”). Alternatively, or in addition, subject to any restrictions provided by the Committee prior to the vesting of the RSUs, the Grantee authorizes the Company and/or its Subsidiariesthe Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:: (i) withholding from the Grantee’s wages or other cash compensation payable to the 4

Responsibility for Taxes and Withholding. Regardless of any action the Company, any of its Subsidiaries and/or the GranteeParticipant’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the GranteeParticipant’s participation in the Plan and legally applicable to the Grantee Participant (“Tax-Related Items”), the Grantee Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the GranteeParticipant’s responsibility and may exceed the amount actually withheld by the Company or any of its affiliates. The Grantee Participant further acknowledges that the Company and/or its Subsidiaries (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsOptions, including, but not limited to, the grant grant, vesting or vesting exercise of the Restricted Stock UnitsOptions, the delivery of Sharesshares of Stock, the subsequent sale of Shares shares acquired pursuant to such delivery and the receipt of any dividends and/or dividend equivalentsdividends; and (ii) do not commit to and are under no obligation to structure the terms of any award to reduce or eliminate the GranteeParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee Participant becomes subject to tax in more than one jurisdiction between the Date of Grant Date and the date of any relevant taxable event, the Grantee Participant acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee Participant will pay or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all Tax-Related Items. In this regard, the Grantee Participant authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: