Common use of Responsibility for Taxes; Tax Withholding Clause in Contracts

Responsibility for Taxes; Tax Withholding. Regardless of any action the Company or any of its Subsidiaries takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or any of its Subsidiaries. The Participant further acknowledges that the Company and/or its Subsidiaries (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Performance Share Units, including, but not limited to, the grant, vesting or settlement of the Performance Share Units, the issuance of Shares upon settlement of the Performance Share Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Participant acknowledges that 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 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 Company and/or its Subsidiaries, or their respective agents, will withhold Shares to be issued upon vesting/settlement of the Performance Share Units, unless the Company and/or its Subsidiaries, at their discretion, permit the obligations to be satisfied with regard to all Tax-Related Items by one or a combination of the following:

Responsibility for Taxes; Tax Withholding. Regardless The Participant shall be responsible for the payment of any action the Company or any of its Subsidiaries takes with respect to any or and all income taxtax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account insurance or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant taxes of any kind (“Tax-Related Items”)) required by law to be paid with respect to the grant, vesting and settlement of Units hereunder, including, without limitation, the Participant acknowledges that payment of any applicable withholding, Self-Employment Contributions Act of 1954, as amended, and similar taxes or obligations. Upon the ultimate liability for all issuance of shares of Stock or the satisfaction of any vesting condition with respect to the shares of Stock to be issued hereunder, if the withholding of Tax-Related Items is and remains required, the Company may hold back from the total number of shares of Stock to be delivered to the Participant’s responsibility , and may exceed shall cause to be transferred to the amount actually withheld by Company, whole shares of Stock that have an aggregate Fair Market Value sufficient to pay the Company or any of its Subsidiaries. The Participant further acknowledges that the Company and/or its Subsidiaries (a) make no representations or undertakings regarding the treatment of any minimum Tax-Related Items in connection required to be withheld with any aspect respect to the Performance Share Units, including, but not limited to, the grant, vesting or settlement shares of Stock. The cash equivalent of the Performance Share Units, shares of Stock withheld will be used to settle the issuance of Shares upon settlement of the Performance Share Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or dividend equivalents; and (b) do not commit to and are under no obligation to structure withhold the terms of any Award to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Participant acknowledges that 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 Participant will pay or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all Tax-Related Items. In this regardBy accepting the grant of Units, the Company Participant expressly consent to the withholding of shares of Stock and/or its Subsidiariescash as provided for hereunder. Alternatively, or their respective agents, will withhold Shares to be issued upon vesting/settlement of the Performance Share Units, unless Participant hereby authorizes the Company and/or its Subsidiaries, (on the Participant’s behalf and at their discretion, permit the obligations Participant’s direction pursuant to be satisfied with regard this authorization) to all immediately sell a sufficient whole number of shares of Stock acquired upon vesting resulting in sale proceeds sufficient to pay the minimum Tax-Related Items required to be withheld. The Participant agrees to sign any agreements, forms and/or consents that reasonably may be requested by one the Company (or a combination the Company’s designated brokerage firm) to effectuate the sale of the following:shares of Stock (including, without limitation, as to the transfer of the sale proceeds to the Company to satisfy the Tax-Related Items required to be withheld). Further, the Company may, in its discretion, withhold any amount necessary to pay the Tax-Related Items from the Participant’s compensation or any other amounts payable to the Participant, with no withholding of shares of Stock or sale of shares of Stock, or may

Responsibility for Taxes; Tax Withholding. Regardless (a) You acknowledge that, regardless of any action taken by the Company or any of its Subsidiaries takes with respect to any or your Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to the Participant you (“"Tax-Related Items”"), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s your responsibility and may exceed the amount actually withheld by the Company or any of its Subsidiariesyour Employer. The Participant You further acknowledges acknowledge that the Company and/or its Subsidiaries your Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to of the Performance Share UnitsAward, including, but not limited to, the grant, vesting or settlement of the Performance Share Units, the issuance of Shares upon settlement of the Performance Share UnitsAward, the subsequent sale of Shares shares of Stock acquired pursuant to such issuance settlement and the receipt of any dividends Dividend Equivalents and/or dividend equivalentsdividends; and (b2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate Participant’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant becomes you are subject to tax Tax-Related Items in more than one jurisdiction between the date of grant Grant Date and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Participant acknowledges that Company and/or its Subsidiaries your Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or you agree to make adequate arrangements satisfactory to the Company and/or its Subsidiaries your Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or Company, your Employer or its Subsidiaries, or their respective agents, will withhold Shares agent to be issued upon vesting/settlement of the Performance Share Units, unless the Company and/or its Subsidiaries, at their discretion, permit satisfy the obligations to be satisfied with regard to all Tax-Related Items by one or a combination of the following:: (i) withholding from your wages or other cash compensation paid to you by the Company and/or your Employer; (ii) withholding from proceeds of the sale of shares of Stock acquired upon settlement of the Award either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or (iii) withholding from the shares of Stock to be delivered upon settlement of the Award that number of shares of Stock having a Fair Market Value equal to (but not in excess of) the minimum amount required by law to be withheld. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable statutory minimum withholding rates (as determined by the Company in good faith and in its sole discretion) or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the share equivalent. If the obligation for Tax-Related Items is satisfied by withholding from the shares of Stock to be delivered upon settlement of the Award, for tax purposes, you are deemed to have been issued the full number of shares of Stock subject to the vested Award, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. You agree to pay to the Company or your Employer any amount of Tax-Related Items that the Company or your Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock (or cash payment) or the proceeds from the sale of shares of Stock if you fail to comply with your obligations in connection with the Tax-Related Items.

Responsibility for Taxes; Tax Withholding. Regardless The Participant shall be responsible for the payment of any action the Company or any of its Subsidiaries takes with respect to any or and all income taxtax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account insurance or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant taxes of any kind (“Tax-Related Items”)) required by law to be paid with respect to the grant, vesting and exercise of the Stock Option hereunder, including, without limitation, the Participant acknowledges that the ultimate liability for all Taxpayment of any applicable withholding, Self-Related Items is Employment Contributions Act of 1954, as amended, and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company similar taxes or any of its Subsidiariesobligations. The Participant further acknowledges that the Company and/or its Subsidiaries (a) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to of the Performance Share UnitsStock Option, including, but not limited toincluding the grant of the Stock Option, the grant, vesting or settlement of the Performance Share UnitsStock Option, the issuance of Shares upon settlement exercise of the Performance Share UnitsStock Option, the subsequent sale of Shares any shares of Stock acquired pursuant to such issuance upon exercise of the Stock Option and the receipt of any dividends and/or dividend equivalents; dividends, and (b) do does not commit to and are under no obligation to structure the terms of the grant or any Award aspect of the Stock Option to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior to the delivery of shares of Stock upon exercise of the Stock Option, if the Participant’s country of residence requires withholding of Tax-Related Items, the Company may withhold a sufficient whole number of shares of Stock otherwise issuable upon exercise of the Stock Option that has an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld or, to the extent it would not result in adverse accounting treatment, the Company may, in its sole discretion withhold shares of Stock based on a rate of up to the maximum applicable withholding rate. The cash equivalent of the shares of Stock withheld will be used to settle the obligation to withhold the Tax-Related Items. By accepting the Stock Option, the Participant expressly consents to the withholding of shares of Stock as provided for hereunder. Alternatively, the Participant hereby authorizes the Company (on the Participant’s behalf and at the Participant’s direction pursuant to this authorization) to immediately sell a sufficient whole number of shares of Stock acquired upon exercise resulting in sale proceeds sufficient to pay the Tax-Related Items required to be withheld. The Participant agrees to sign any agreements, forms and/or consents that reasonably may be requested by the Company (or achieve any particular tax resultthe Company’s designated brokerage firm) to effectuate the sale of the shares of Stock (including, without limitation, as to the transfer of the sale proceeds to the Company to satisfy the Tax-Related Items required to be withheld). Further, if the Company may, in its discretion, withhold any amount necessary to pay the Tax-Related Items from the Participant’s compensation or any other amounts payable to the Participant, with no withholding of shares of Stock or sale of shares of Stock, or may require the Participant becomes subject to tax submit a cash payment equivalent to the Tax-Related Items required to be withheld with respect to the Stock Option. All other Tax-Related Items related to the Stock Option and any shares of Stock delivered in more than one jurisdiction between settlement of an exercised Stock Option are the date of grant and Participant’s sole responsibility. In no event, shall whole shares be withheld by or delivered to the date Company in satisfaction of any relevant taxable event, the Participant acknowledges that 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 excess of the maximum statutory tax withholding eventrequired by law. The Participant agrees to indemnify the Company and its Affiliates against any and all liabilities, as applicabledamages, costs and expenses that the Participant will Company and its Affiliates may hereafter incur, suffer or be required to pay or make adequate arrangements satisfactory with respect to the Company and/or its Subsidiaries to satisfy all payment or withholding of any Tax-Related Items. In -Rev. 1.2018 EXHIBIT 10.9 The Stock Option is intended to be exempt from the requirements of Section 409A of the Code. The Plan and this regardAgreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that the Agreement is subject to Code Section 409A and that it has failed to comply with the requirements of that Section, the Company and/or may, in its Subsidiaries, or their respective agents, will withhold Shares to be issued upon vesting/settlement of the Performance Share Units, unless the Company and/or its Subsidiaries, at their sole discretion, permit and without the obligations Participant’s consent, amend this Agreement to cause it to comply with Code Section 409A or be satisfied with regard to all Tax-Related Items by one or a combination of the following:exempt from Code Section 409A.

Responsibility for Taxes; Tax Withholding. Regardless The Participant shall be responsible for the payment of any action the Company or any of its Subsidiaries takes with respect to any or and all income taxtax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account insurance or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant taxes of any kind (“Tax-Related Items”)) required by law to be paid with respect to the grant, vesting and settlement of Units hereunder, including, without limitation, the Participant acknowledges that the ultimate liability for all Taxpayment of any applicable withholding, Self-Related Items is Employment Contributions Act of 1954, as amended, and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company similar taxes or any of its Subsidiariesobligations. The Participant further acknowledges that the Company and/or its Subsidiaries (a) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to of the Performance Share Units or the shares of Stock issued upon vesting of the Units, including, but not limited to, the grant, vesting or settlement of the Performance Share Units, the issuance of Shares upon settlement of the Performance Share Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or dividend equivalents; and (b) do does not commit to and are under no obligation to structure the terms of the Award (or any Award aspect of the Units) to reduce or eliminate the Participant’s liability for Tax-Related Items. Upon the issuance of shares of Stock or the satisfaction of any vesting condition with respect to the shares of Stock to be issued hereunder, if the withholding of Tax-Related Items is required, the Company may hold back from the total number of shares of Stock to be delivered to the Participant, and shall cause to be transferred to the Company, whole shares of Stock that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld with respect to the shares of Stock, or achieve to the extent it would not result in adverse accounting treatment, the Company may, in its sole discretion, hold back shares of Stock based on a rate of up to the maximum applicable withholding rate. The cash equivalent of the shares of Stock withheld will be used to settle the obligation to withhold the Tax-Related Items. By accepting the grant of Units, the Participant expressly consents to the withholding of shares of Stock and/or cash as provided for hereunder. Alternatively, the Participant hereby authorizes the Company (on the Participant’s behalf and at the Participant’s direction pursuant to this authorization) to immediately sell a sufficient whole number of shares of Stock acquired upon vesting resulting in sale proceeds sufficient to pay the Tax-Related Items required to be withheld. The Participant agrees to sign any particular tax resultagreements, forms and/or consents that reasonably may be requested by the Company (or the Company’s designated brokerage firm) to effectuate the sale of the shares of Stock (including, without limitation, as to the transfer of the sale proceeds to the Company to satisfy the Tax-Related Items required to be withheld). Further, if the Company may, in its discretion, withhold -Rev. 01.2021 any amount necessary to pay the Tax-Related Items from the Participant’s compensation or any other amounts payable to the Participant, with no withholding of shares of Stock or sale of shares of Stock, or may require the Participant becomes subject to tax submit a cash payment equivalent to the Tax-Related Items required to be withheld with respect to the Units. All other Tax-Related Items related to the grant or vesting of Units and any shares of Stock delivered in more than one jurisdiction between settlement thereof are the date Participant’s sole responsibility. In no event shall whole shares of grant and Stock be withheld by or delivered to the date Company in satisfaction of any relevant taxable event, the Participant acknowledges that 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 excess of the maximum statutory tax withholding eventrequired by law. The Participant agrees to indemnify the Company and its Affiliates against any and all liabilities, as applicabledamages, costs and expenses that the Participant will Company and its Affiliates may hereafter incur, suffer or be required to pay or make adequate arrangements satisfactory with respect to the Company and/or its Subsidiaries to satisfy all payment or withholding of any Tax-Related Items. In The Units are intended to comply with or be exempt from the requirements of Code Section 409A. The Plan and this regardAgreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that the Agreement is subject to Code Section 409A and that it has failed to comply with the requirements of that Section, the Company and/or may, in its Subsidiaries, or their respective agents, will withhold Shares to be issued upon vesting/settlement of the Performance Share Units, unless the Company and/or its Subsidiaries, at their sole discretion, permit and without the obligations Participant’s consent, amend this Agreement to cause it to comply with Code Section 409A or be satisfied with regard to all Tax-Related Items exempt from Code Section 409A. Notwithstanding any action or inaction by one or a combination the Administrator, the Participant is exclusively responsible for any tax consequences under Code Section 409A resulting from the award of the following:Units.

Responsibility for Taxes; Tax Withholding. Regardless The Participant shall be responsible for the payment of any action the Company or any of its Subsidiaries takes with respect to any or and all income taxtax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account insurance or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant taxes of any kind (“Tax-Related Items”)) required by law to be paid with respect to the grant, vesting and settlement of Units hereunder, including, without limitation, the Participant acknowledges that the ultimate liability for all Taxpayment of any applicable withholding, Self-Related Items is Employment Contributions Act of 1954, as amended, and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company similar taxes or any of its Subsidiariesobligations. The Participant further acknowledges that the Company and/or its Subsidiaries (a) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to of the Performance Share Units or the shares of Stock issued upon vesting of the Units, including, but not limited to, the grant, vesting or settlement of the Performance Share Units, the issuance of Shares upon settlement of the Performance Share Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or dividend equivalents; and (b) do does not commit to and are under no obligation to structure the terms of the Award (or any Award aspect of the Units) to reduce or eliminate the Participant’s liability for Tax-Related Items. Upon the issuance of shares of Stock or the satisfaction of any vesting condition with respect to the shares of Stock to be issued hereunder, if the withholding of Tax-Related Items is required, the Company may hold back from the total number of shares of Stock to be delivered to the Participant, and shall cause to be transferred to the Company, whole shares of Stock that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld with respect to the shares of Stock, or achieve to the extent it would not result in adverse accounting treatment, the Company may, in its sole discretion, hold back shares of Stock based on a rate of up to the maximum applicable withholding rate. The cash equivalent of the shares of Stock withheld will be used to settle the obligation to withhold the Tax-Related Items. By accepting the grant of Units, the Participant expressly consents to the withholding of shares of Stock and/or cash as provided for hereunder. -Rev. 1.2019 EXHIBIT 10.8 Alternatively, the Participant hereby authorizes the Company (on the Participant’s behalf and at the Participant’s direction pursuant to this authorization) to immediately sell a sufficient whole number of shares of Stock acquired upon vesting resulting in sale proceeds sufficient to pay the Tax-Related Items required to be withheld. The Participant agrees to sign any particular tax resultagreements, forms and/or consents that reasonably may be requested by the Company (or the Company’s designated brokerage firm) to effectuate the sale of the shares of Stock (including, without limitation, as to the transfer of the sale proceeds to the Company to satisfy the Tax-Related Items required to be withheld). Further, if the Company may, in its discretion, withhold any amount necessary to pay the Tax-Related Items from the Participant’s compensation or any other amounts payable to the Participant, with no withholding of shares of Stock or sale of shares of Stock, or may require the Participant becomes subject to tax submit a cash payment equivalent to the Tax-Related Items required to be withheld with respect to the Units. All other Tax-Related Items related to the grant or vesting of Units and any shares of Stock delivered in more than one jurisdiction between settlement thereof are the date of grant and Participant’s sole responsibility. In no event shall whole shares be withheld by or delivered to the date Company in satisfaction of any relevant taxable event, the Participant acknowledges that 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 excess of the maximum statutory tax withholding eventrequired by law. The Participant agrees to indemnify the Company and its Affiliates against any and all liabilities, as applicabledamages, costs and expenses that the Participant will Company and its Affiliates may hereafter incur, suffer or be required to pay or make adequate arrangements satisfactory with respect to the Company and/or its Subsidiaries to satisfy all payment or withholding of any Tax-Related Items. In The Units are intended to comply with or be exempt from the requirements of Code Section 409A. The Plan and this regardAgreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that the Agreement is subject to Code Section 409A and that it has failed to comply with the requirements of that Section, the Company and/or may, in its Subsidiaries, or their respective agents, will withhold Shares to be issued upon vesting/settlement of the Performance Share Units, unless the Company and/or its Subsidiaries, at their sole discretion, permit and without the obligations Participant’s consent, amend this Agreement to cause it to comply with Code Section 409A or be satisfied with regard to all Tax-Related Items exempt from Code Section 409A. Notwithstanding any action or inaction by one or a combination the Administrator, the Participant is exclusively responsible for any tax consequences under Code Section 409A resulting from the award of the following:Units.

Responsibility for Taxes; Tax Withholding. Regardless The Participant shall be responsible for the payment of any action the Company or any of its Subsidiaries takes with respect to any or and all income taxtax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account insurance or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant taxes of any kind (“Tax-Related Items”)) required by law to be paid with respect to the grant, vesting and settlement of Units hereunder, including, without limitation, the Participant acknowledges that the ultimate liability for all Taxpayment of any applicable withholding, Self-Related Items is Employment Contributions Act of 1954, as amended, and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company similar taxes or any of its Subsidiariesobligations. The Participant further acknowledges that the Company and/or its Subsidiaries (a) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to of the Performance Share Units or the shares of Stock issued upon vesting of the Units, including, but not limited to, the grant, vesting or settlement of the Performance Share Units, the issuance of Shares upon settlement of the Performance Share Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or dividend equivalents; and (b) do does not commit to and are under no obligation to structure the terms of the Award (or any Award aspect of the Units) to reduce or eliminate the Participant’s liability for Tax-Related Items. Upon the issuance of shares of Stock or the satisfaction of any vesting condition with respect to the shares of Stock to be issued hereunder, if the withholding of Tax-Related Items is required, the Company may hold back from the total number of shares of Stock to be delivered to the Participant, and shall cause to be transferred to the Company, whole shares of Stock that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld with respect to the shares of Stock, or achieve to the extent it would not result in adverse accounting treatment, the Company may, in its sole discretion, hold back shares of Stock based on a rate of up to the maximum applicable withholding rate. The cash equivalent of the shares of Stock withheld will be used to settle the obligation to withhold the Tax-Related Items. By accepting the grant of Units, the Participant expressly consents to the withholding of shares of Stock and/or cash as provided for hereunder. Alternatively, the Participant hereby authorizes the Company (on the Participant’s behalf and at the Participant’s direction pursuant to this authorization) to immediately sell a sufficient whole number of shares of Stock acquired upon vesting resulting in sale proceeds sufficient to pay the Tax-Related Items required to be withheld. The Participant agrees to sign any particular tax resultagreements, forms and/or consents that reasonably may be requested by the Company (or the Company’s designated brokerage firm) to effectuate the sale of the shares of Stock (including, without limitation, as to the transfer of the sale proceeds to the Company to satisfy the Tax-Related Items required to be withheld). Further, if the Company may, in its discretion, withhold any amount necessary to pay the Tax-Related Items from the Participant’s compensation or any other amounts payable to the Participant, with no withholding of shares of Stock or sale of shares of Stock, or may require the Participant becomes subject to tax submit a cash payment equivalent to the Tax-Related Items required to be withheld with respect to the Units. All other Tax-Related Items related to the grant or vesting of Units and any shares of Stock delivered in more than one jurisdiction between settlement thereof are the date of grant and Participant’s sole responsibility. In no event shall whole shares be withheld by or delivered to the date Company in satisfaction of any relevant taxable event, the Participant acknowledges that 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 excess of the maximum statutory tax withholding eventrequired by law. The Participant agrees to indemnify the Company and its Affiliates against any and all liabilities, as applicabledamages, costs and expenses that the Participant will Company and its Affiliates may hereafter incur, suffer or be required to pay or make adequate arrangements satisfactory with respect to the Company and/or its Subsidiaries to satisfy all payment or withholding of any Tax-Related Items. In -Rev. 1.2018 EXHIBIT 10.8 The Units are intended to comply with or be exempt from the requirements of Code Section 409A. The Plan and this regardAgreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that the Agreement is subject to Code Section 409A and that it has failed to comply with the requirements of that Section, the Company and/or may, in its Subsidiaries, or their respective agents, will withhold Shares to be issued upon vesting/settlement of the Performance Share Units, unless the Company and/or its Subsidiaries, at their sole discretion, permit and without the obligations Participant’s consent, amend this Agreement to cause it to comply with Code Section 409A or be satisfied with regard to all Tax-Related Items exempt from Code Section 409A. Notwithstanding any action or inaction by one or a combination the Administrator, the Participant is exclusively responsible for any tax consequences under Code Section 409A resulting from the award of the following:Units.

Responsibility for Taxes; Tax Withholding. Regardless The Participant shall be responsible for the payment of any action the Company or any of its Subsidiaries takes with respect to any or and all income taxtax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account insurance or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant taxes of any kind (“Tax-Related Items”)) required by law to be paid with respect to the grant, vesting and settlement of Units hereunder, including, without limitation, the Participant acknowledges that the ultimate liability for all Taxpayment of any applicable withholding, Self-Related Items is Employment Contributions Act of 1954, as amended, and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company similar taxes or any of its Subsidiariesobligations. The Participant further acknowledges that the Company and/or its Subsidiaries (a) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to of the Performance Share Units or the shares of Stock issued upon vesting of the Units, including, but not limited to, the grant, vesting or settlement of the Performance Share Units, the issuance of Shares upon settlement of the Performance Share Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or dividend equivalents; and (b) do does not commit to and are under no obligation to structure the terms of the Award (or any Award aspect of the Units) to reduce or eliminate the Participant’s liability for Tax-Related Items Items. Upon the issuance of shares of Stock or achieve the satisfaction of any particular tax result. Furthervesting condition with respect to the shares of Stock to be issued hereunder, if the Participant becomes subject to tax in more than one jurisdiction between the date withholding of grant and the date of any relevant taxable event, the Participant acknowledges that 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 applicableis required, the Participant will pay or make adequate arrangements satisfactory Company may hold back from the total number of shares of Stock to be delivered to the Participant, and shall cause to be transferred to the Company, whole shares of Stock that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld with respect to the shares of Stock, or to the extent it would not result in adverse accounting treatment, the Company and/or may, in its Subsidiaries sole discretion, hold back shares of Stock based on a rate of up to satisfy all the maximum applicable withholding rate. The cash equivalent of the shares of Stock withheld will be used to settle the obligation to withhold the Tax-Related Items. In this regardBy accepting the grant of Units, the Company Participant expressly consents to the withholding of shares of Stock and/or its Subsidiariescash as provided for hereunder. Alternatively, or their respective agents, will withhold Shares to be issued upon vesting/settlement of the Performance Share Units, unless Participant hereby authorizes the Company and/or its Subsidiaries, (on the Participant’s behalf and at their discretion, permit the obligations Participant’s direction pursuant to be satisfied with regard this authorization) to all immediately sell a sufficient whole number of shares of Stock acquired upon vesting resulting in sale proceeds sufficient to pay the Tax-Related Items required to be withheld. The Participant agrees to sign any agreements, forms and/or consents that reasonably may be requested by one the Company (or a combination the Company’s designated brokerage firm) to effectuate the sale of the following:shares of Stock (including, without limitation, as to the transfer of the sale proceeds to the Company to satisfy the Tax-Related Items required to be withheld). Further, the Company may, in its discretion, withhold any amount necessary to pay the Tax-Related Items from the Participant’s compensation or any other amounts payable to the Participant, with no withholding of shares of Stock or sale of shares

Responsibility for Taxes; Tax Withholding. Regardless You must make full payment to your Employer of any action the Company or any of its Subsidiaries takes with respect to any or all income tax, social insurance, payroll tax, payment on account account, and social insurance contribution amounts (“Tax”), which under U.S. federal, state, local or non-U.S. law, the Employer is required to withhold upon vesting or other tax-related items tax event related to the Participant’s participation Bonus Award Payment. In a case where the Employer is obliged to (or would suffer a disadvantage if it were not to) account for any Tax (in the Plan any jurisdiction) or any social security contributions recoverable from and legally applicable to you for which you are liable by virtue of your acceptance of the Participant Bonus Award or receipt of the Bonus Award Payment (the “Tax-Related Items”), you will make full payment to the Participant acknowledges that Employer of an amount equal to the ultimate liability for all Tax-Related Items, or otherwise enter into arrangements acceptable to the Employer or another Affiliate to secure that such a payment is made (whether by withholding from the payment of the Bonus Award Payment, your wages or other cash compensation paid to you). Further, if you become subject to Tax- Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or any of its Subsidiaries. The Participant further in more than one jurisdiction, you acknowledges that the Company and/or its Subsidiaries the Employer (aor former Employer, as applicable) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Performance Share Units, including, but not limited to, the grant, vesting or settlement of the Performance Share Units, the issuance of Shares upon settlement of the Performance Share Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Participant acknowledges that Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior Nontransferability of Bonus Award - The Bonus Award or the interests or rights therein may not be transferred in any manner other than by will or by the laws of descent and distribution, and may not be assigned, hypothecated or otherwise pledged or made subject to execution, attachment or similar process. Upon any relevant taxable attempt to effect any such disposition, or tax withholding eventupon the levy of any such process, as applicablein violation of the provisions herein, the Participant Bonus Award will pay or make adequate arrangements satisfactory immediately become null and void and any rights to receive a payment under the Bonus Award will be forfeited. Confidentiality - all information disclosed in this Agreement is proprietary to the Company and/or its Subsidiaries Company. Communication of the terms in this Agreement or the Bonus Award to satisfy all Tax-Related Items. In this regard, anyone other than those currently employed by the Company and/or and who have a need to know its Subsidiaries, or their respective agents, contents will withhold Shares to be issued upon vesting/settlement considered a breach of the Performance Share Units, unless employee’s obligation of confidentiality and may subject the Company and/or its Subsidiaries, at their discretion, permit the obligations individual to be satisfied with regard to all Tax-Related Items by one or a combination of the following:disciplinary action.