Common use of Responsibility for Taxes Clause in Contracts

Responsibility for Taxes. Regardless of any action the Company or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Award, including the grant and vesting of the Stock Award, the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award and the receipt of any dividends or other distributions, if any; and (2) do not commit to structure the terms of the grant or any aspect of the Stock Award to reduce or eliminate Awardee’s liability for Tax-Related Items. Awardee authorizes the Company and/or the Employer to, in the sole discretion of the Company and/or the Employer, withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s wages or other cash compensation paid to Awardee by the Company and/or the Employer, within legal limits, or from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, the Company may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described. The Company may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this section.

Responsibility for Taxes. Regardless of any action the Company or the Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (the “Tax-Related Items”), the Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Awardee is and remains the Awardee’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardOption, including the grant and grant, vesting or exercise of the Stock AwardOption, the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award such exercise and the receipt of any dividends or other distributions, if anydividends; and (2) do not commit to structure the terms of the grant or any aspect of the Stock Award Option to reduce or eliminate the Awardee’s liability for Tax-Related Items. Prior to the relevant taxable event, the Awardee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items withholding obligations of the Company and/or the Employer. In this regard, the Awardee authorizes the Company and/or the Employer toEmployer, in the at their sole discretion of to satisfy the Company and/or the Employer, withhold obligations with regard to all applicable Tax-Related Items legally payable by Awardee one or a combination of the following: (1) withholding from the Awardee’s wages or other cash compensation paid to the Awardee by the Company and/or the Employer, within legal limits, or ; (2) withholding from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, Stock acquired upon exercise of the Company may in its sole discretion Option; (13) sell or arrange arranging for the sale of shares of Common Stock that Awardee acquires acquired upon exercise of the Option (on the Awardee’s behalf and at the Awardee’s discretion pursuant to meet the this authorization); or (4) withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. If the obligation for the Awardee’s Tax-Related Items is satisfied by withholding a number of shares of Common Stock as described herein, the Awardee is deemed to have been issued the full number of shares of Common Stock subject to the Option, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of this Option. Finally, the Awardee shall will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Awardee’s participation in the Plan or the Awardee’s acquisition purchase of shares of Common Stock that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares of Common Stock if the Awardee fails to comply with Awardee’s his or her obligations in connection with the Tax-Related Items as described in this section.

Responsibility for Taxes. Regardless of any action the Company Micro or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and that the Company Micro and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Unit Award, including the grant and vesting of the Restricted Stock Unit Award, the subsequent sale of shares of Common Stock acquired pursuant to the Restricted Stock Unit Award and the receipt of any dividends or other distributions, if any; and (2) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Award to reduce or eliminate Awardee’s liability for Tax-Related Items. Prior to a taxable event, Awardee authorizes the Company shall pay or make adequate arrangements satisfactory to Micro and/or the Employer to, in the sole discretion to satisfy all withholding and payment on account obligations of the Company Micro and/or the Employer. In this regard, Awardee authorizes Micro and/or the Employer to withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s wages or other cash compensation paid to Awardee by the Company Micro and/or the Employer, within legal limits, Employer or from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, the Company Micro may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that the Company Micro only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee shall pay to the Company Micro or the Employer any amount of Tax-Related Items that the Company Micro or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described. The Company Micro may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this section.

Responsibility for Taxes. Regardless of any action the Company Micro or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax tax, payment on account or other tax-related withholding (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and that the Company Micro and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Unit Award, including the grant and vesting of the Restricted Stock Unit Award, the delivery of shares of Common Stock, the subsequent sale of shares of Common Stock acquired pursuant to the Restricted Stock Unit Award and the receipt of any dividends or other distributions, if any; and (2) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Unit Award to reduce or eliminate Awardee’s liability for Tax-Related Items. Prior to a taxable event, Awardee authorizes the Company shall pay or make adequate arrangements satisfactory to Micro and/or the Employer toto satisfy all Tax-Related Items withholding and payment on account obligations of Micro and/or the Employer. In this regard, in the sole discretion of the Company if permissible under local law, Awardee authorizes Micro and/or the Employer, withhold at their sole discretion and pursuant to such procedures as they may specify from time to time, to satisfy the obligations with regard to all applicable Tax-Related Items legally payable by Awardee one or a combination of the following: (1) withholding from Awardee’s wages or other cash compensation paid to Awardee by the Company Micro and/or the Employer, within legal limits, or ; (2) withholding from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, Stock acquired pursuant to the Company may in its sole discretion Restricted Stock Unit Award; (13) sell or arrange arranging for the sale of shares of Common Stock that Awardee acquires acquired pursuant to meet the Restricted Stock Unit Award (on Awardee’s behalf and at Awardee’s discretion pursuant to this authorization); or (4) withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that the Company Micro only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. If the obligation for Awardee’s Tax-Related Items is satisfied by withholding a number of shares of Common Stock as described herein, Awardee is deemed to have been issued the full number of shares of Common Stock subject to the Restricted Stock Unit Award, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of this Restricted Stock Unit Award. Finally, Awardee shall will pay to the Company Micro or the Employer any amount of Tax-Related Items that the Company Micro or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described. The Company Micro may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s his or her obligations in connection with the Tax-Related Items as described in this section.

Responsibility for Taxes. Regardless of any action the Company or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Award, including the grant and vesting of the Stock Award, the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award and the receipt of any dividends or other distributions, if any; and (2) do not commit to structure the terms of the grant or any aspect of the Stock Award to reduce or eliminate Awardee’s liability for Tax-Related Items. Awardee authorizes the Company and/or the Employer to, in the sole discretion of the Company and/or the Employer, withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s wages or other cash compensation paid to Awardee by the Company and/or the Employer, within legal limits, or from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, the Company may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires pursuant to this Stock Award to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common StockStock otherwise payable pursuant to this Stock Award, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock pursuant to this Stock Award that canis not be satisfied by the means previously described. The Company may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this section.

Responsibility for Taxes. Regardless of any action the Company Micro or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and that the Company Micro and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Award, including the grant and vesting of the Restricted Stock Award, the subsequent sale of shares of Common Stock acquired pursuant to the Restricted Stock Award and the receipt of any dividends or other distributionsdividends, if any; and (2) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Award to reduce or eliminate Awardee’s liability for Tax-Related Items. Prior to a taxable event, Awardee authorizes the Company shall pay or make adequate arrangements satisfactory to Micro and/or the Employer to, in the sole discretion to satisfy all withholding and payment on account obligations of the Company Micro and/or the Employer. In this regard, Awardee authorizes Micro and/or the Employer to withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s wages or other cash compensation paid to Awardee by the Company Micro and/or the Employer, within legal limits, Employer or from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, the Company Micro may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that the Company Micro only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee shall pay to the Company Micro or the Employer any amount of Tax-Related Items that the Company Micro or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition purchase of shares of Common Stock that cannot be satisfied by the means previously described. The Company Micro may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this section.

Responsibility for Taxes. Regardless of any action the Company Micro or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax tax, payment on account or other tax-related withholding items related to Awardee’s participation in the Plan and legally applicable to Awardee or deemed by Micro or the Employer to be an appropriate charge to Awardee even if technically due by Micro or the Employer (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and may exceed the amount actually withheld by Micro or the Employer. Awardee further acknowledges that the Company Micro and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Unit Award, including the grant and grant, vesting or settlement of the Restricted Stock Unit Award, the issuance of Shares upon settlement of the Restricted Stock Unit Award, the subsequent sale of shares of Common Stock Shares acquired pursuant to the Restricted Stock Unit Award and the receipt of any dividends or other distributions, if any; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Unit Award to reduce or eliminate Awardee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if Awardee authorizes has become subject to tax in more than one jurisdiction between the Company date of grant and the date of any relevant taxable event, Awardee acknowledges that Micro and/or the Employer to(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, Awardee will pay or make adequate arrangements satisfactory to Micro and/or the sole discretion of the Company Employer to satisfy all Tax-Related Items. In this regard, if permissible under local law, Awardee authorizes Micro and/or the Employer, withhold or their respective agents, at their sole discretion and pursuant to such procedures as they may specify from time to time, to satisfy the obligations with regard to all applicable Tax-Related Items legally payable by Awardee one or a combination of the following: (1) withholding from Awardee’s wages or other cash compensation paid to Awardee by the Company Micro and/or the Employer, within legal limits, or ; (2) withholding from proceeds of the sale of shares of Common StockShares acquired pursuant to the Restricted Stock Unit Award; either through a voluntary sale or mandatory sale arranged by Micro (on Awardee’s behalf pursuant to this authorization); or (3) withholding in Shares acquired pursuant to the Restricted Stock Unit Award. AlternativelyTo avoid negative accounting treatment, Micro may withhold or in addition, if permissible under local law, account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Company may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related ItemsItems is satisfied by withholding in Shares as described herein, and/or (2) withhold for tax purposes, Awardee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Unit Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Awardee’s participation in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amountPlan. Finally, Awardee shall will pay to the Company Micro or the Employer any amount of Tax-Related Items that the Company Micro or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock Shares that cannot be satisfied by the means previously described. The Company Micro may refuse to issue or deliver the shares Shares or the proceeds of Common Stock the sale of Shares if Awardee fails to comply with Awardee’s his or her obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless The Grantee acknowledges that, regardless of any action taken by the Company or Awardee’s employer (the “Employer”) takes Employer with respect to any or all income taxtax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardeethe Grantee’s personal responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Grantee further acknowledges that the Company and/or the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock this Award, including including, but not limited to, the grant and vesting of the Stock this Award, the subsequent vesting of this Award, the issuance or sale of shares of Common Stock acquired pursuant to the Stock Award and Stock, or the receipt of any dividends or other distributions, if anydividends; and (2b) do not commit to and are under no obligation to structure the terms of the grant this Award or any aspect of the Stock Award Plan to reduce or eliminate Awardeethe Grantee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Awardee authorizes Further, if the Grantee is subject to Tax-Related Items in more than one jurisdiction, the Grantee acknowledges that the Company and/or the Employer to(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 sole discretion of Grantee agrees to make arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Employer, withhold all applicable or their respective agents, at their discretion, to satisfy their withholding obligations with regard to any Tax-Related Items legally payable by Awardee one or a combination of the following: (a) withholding from Awardeethe Grantee’s wages or other cash compensation paid payable to Awardee the Grantee by the Company and/or the Employer, within legal limits, or (b) withholding from proceeds of the sale of shares of Common Stock. AlternativelyStock issued under the Plan, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent) to cover the Tax-Related Items required to be withheld, and (c) withholding in additionshares of Stock to be issued upon vesting under the Plan; provided, if permissible the Grantee is a Section 16 officer of the Company under local lawthe U.S. Securities and Exchange Act of 1934, as amended (the “Exchange Act”), the withholding obligations for any Tax-Related Items shall be satisfied by withholding in shares of Stock to be issued upon vesting under the Plan. The Company may in its sole discretion (1) sell withhold or arrange account for Tax-Related Items by considering the sale of shares of Common Stock that Awardee acquires to meet minimum applicable rate. If the withholding obligation for Tax-Related Items, and/or (2) withhold Items is satisfied by withholding in shares of Common Stock, provided that for tax purposes, the Company only withholds Grantee will be deemed to have been issued the amount gross number of shares of Common Stock, notwithstanding that a number of the shares of Stock necessary to satisfy are held back solely for the minimum withholding amountpurpose of paying the Tax-Related Items. Finally, Awardee shall the Grantee agrees to pay to the Company or 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 Awardeethe Grantee’s participation in the Plan or Awardee’s acquisition acceptance of shares of Common Stock this Award that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Common Stock or the proceeds of the sale of shares of Stock if Awardee the Grantee fails to comply with Awardeethe Grantee’s obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless of any action the Company or AwardeeGrantee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax tax, payment on account or other tax-related withholding items related to Grantee’s participation in the Plan and legally applicable to Grantee or deemed by the Company or the Employer to be an appropriate charge to Grantee even if technically due by the Company or the Employer (the “Tax-Related Items”), Awardee Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains AwardeeGrantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Grantee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardUnits, including including, but not limited to, the grant and grant, vesting or conversion of the Units, the issuance of shares of Stock Awardupon conversion of the Units, the subsequent sale of shares of Common Stock acquired pursuant issued or to be issued upon conversion of the Stock Award Units and the receipt of any dividends or other distributions, if anydividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Stock Award Units to reduce or eliminate AwardeeGrantee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Awardee authorizes Further, if Grantee has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, Grantee acknowledges that the Company and/or the Employer to(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, Grantee will pay or make adequate arrangements satisfactory to the sole discretion of Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Grantee authorizes the Company and/or the Employer, withhold or their respective agents, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items legally payable by Awardee from Awardee’s wages one or other cash compensation paid to Awardee by the Company and/or the Employer, within legal limits, or from proceeds a combination of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, the Company may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described. The Company may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this section.following:

Responsibility for Taxes. Regardless of any action the Company or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Award, including the grant and vesting of the Stock Award, the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award and the receipt of any dividends or other distributions, if any; and (2) do not commit to structure the terms of the grant or any aspect of the Stock Award to reduce or eliminate Awardee’s liability for Tax-Related Items. Awardee authorizes the Company and/or the Employer to, in the sole discretion of the Company and/or the Employer, withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s wages or other cash compensation paid to Awardee by the Company and/or the Employer, within legal limits, or from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, Awardee acknowledges and agrees that should the Company may in its sole discretion (1) sell or arrange for the sale amount of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related ItemsItems be in excess of the actual tax due, and/or (2) withhold in shares of Common Stock, provided that the Company only withholds and/or the Employer will refund the excess amount of shares of Common Stock necessary to satisfy the minimum withholding amounthim or her as soon as administratively practicable and without any interest. Finally, Awardee shall pay pay, by means of cash, check or credit transfer, to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described. The Company may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this section.

Responsibility for Taxes. Regardless of any action the Company Micro or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax tax, payment on account or other tax-related withholding items related to Awardee’s participation in the Plan and legally applicable to Awardee or deemed by Micro or the Employer to be an appropriate charge to Awardee even if technically due by Micro or the Employer (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and may exceed the amount actually withheld by Micro or the Employer. Awardee further acknowledges that the Company Micro and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Unit Award, including including, but not limited to, the grant and grant, vesting or settlement of the Restricted Stock Unit Award, the issuance of Shares upon settlement of the Restricted Stock Unit Award, the subsequent sale of shares of Common Stock Shares acquired pursuant to the Restricted Stock Unit Award and the receipt of any dividends or other distributions, if any; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Unit Award to reduce or eliminate Awardee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if Awardee authorizes has become subject to tax in more than one jurisdiction between the Company date of grant and the date of any relevant taxable or tax withholding event, as applicable, Awardee acknowledges that Micro and/or the Employer to(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, Awardee will pay or make adequate arrangements satisfactory to Micro and/or the sole discretion of the Company Employer to satisfy all Tax-Related Items. In this regard, if permissible under local law, Awardee authorizes Micro and/or the Employer, withhold or their respective agents, at their sole discretion and pursuant to such procedures as they may specify from time to time, to satisfy the obligations with regard to all applicable Tax-Related Items legally payable by Awardee one or a combination of the following: (1) withholding from Awardee’s wages or other cash compensation paid to Awardee by the Company Micro and/or the Employer, within legal limits, or ; (2) withholding from proceeds of the sale of shares of Common StockShares acquired pursuant to the Restricted Stock Unit Award, either through a voluntary sale or mandatory sale arranged by Micro (on Awardee’s behalf pursuant to this authorization); or (3) withholding in Shares acquired pursuant to the Restricted Stock Unit Award. AlternativelyTo avoid negative accounting treatment, Micro may withhold or in addition, if permissible under local law, account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Company may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related ItemsItems is satisfied by withholding in Shares as described herein, and/or (2) withhold for tax purposes, Awardee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Unit Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Awardee’s participation in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amountPlan. Finally, Awardee shall will pay to the Company Micro or the Employer any amount of Tax-Related Items that the Company Micro or the Employer may be required to withhold or account for as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described. The Company Micro may refuse to issue or deliver the shares Shares or the proceeds of Common Stock the sale of Shares if Awardee fails to comply with Awardee’s his or her obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless of By accepting this grant, the Grantee hereby irrevocably elects to satisfy any action taxes and social insurance contribution withholding required to be withheld by the Company or Awardee’s employer its Subsidiaries on the date of grant or vesting of the RSUs or the date of delivery or sale of any Shares hereunder or on any earlier date on which such taxes or social insurance contribution withholding may be due (the “EmployerTax Liability”) takes with respect by authorizing the Company or any of its Subsidiaries to withhold a sufficient number of Shares that would otherwise be deliverable to the Grantee upon settlement of the RSUs (or, if the RSUs are settled in cash in lieu of Shares, an amount of cash sufficient to satisfy the Tax Liability). If, for any reason, the Shares or all income taxcash that would otherwise be deliverable to the Grantee upon settlement of the RSUs would be insufficient to satisfy the Tax Liability, social insurance, payroll tax the Company and any of its Subsidiaries are authorized to withhold an amount from the Grantee’s wages or other tax-related withholding compensation sufficient to satisfy the Tax Liability. Furthermore, the Grantee agrees to pay the Company or its Subsidiaries any amount of the Tax Liability that cannot be satisfied through one of the foregoing methods. Notwithstanding the foregoing, if, on the applicable Settlement Date or on any earlier date on which the Tax Liability may be due, the delivery of Shares is not made for any reason (including pursuant to a deferral election made by the “Tax-Related Items”Grantee under the Company’s Deferred Compensation Plan, if applicable), Awardee the Grantee hereby irrevocably elects to satisfy such Tax Liability by delivering cash to the Company in an amount sufficient to satisfy such Tax Liability. Apart from any withholding obligations that may apply to the Company and/or its Subsidiaries, the Grantee acknowledges and agrees that the ultimate liability responsibility for all Tax-Related Items legally due by Awardee the Tax Liability is and remains Awardee’s responsibility and that with the Grantee. The Grantee further acknowledges that: (x) the Company and/or the Employer (1) and its Subsidiaries make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Award, including the grant and vesting of the Stock Award, the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award and Tax Liability or the receipt of any dividends or other distributions, if anydividends; (y) the Company and (2) its Subsidiaries do not commit to structure the terms of the grant or any other aspect of the Stock Award RSUs to reduce or eliminate Awardee’s liability for Tax-Related Itemsthe Tax Liability; and (z) the Grantee should consult a tax adviser regarding the Tax Liability. Awardee authorizes the Company and/or the Employer to, in the sole discretion of the Company and/or the Employer, withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s wages The Grantee acknowledges that he or other cash compensation paid to Awardee by the Company and/or the Employer, within legal limits, or from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, the Company she may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Awardee’s participation not participate in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be and the Company and its Subsidiaries shall have no obligation to deliver Shares until the Tax Liability has been fully satisfied by the means previously described. The Company may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this sectionGrantee.

Responsibility for Taxes. Regardless of any action (a) The Participant acknowledges that the Company Participant will consult with his or Awardee’s employer (the “Employer”) takes with respect to her personal tax advisor regarding any or all income tax, social insurance, payroll tax tax, payment on account or other tax-related withholding items related to the Participant’s participation in the Plan and legally applicable to the Participant (the “Tax-Related Items”). The Participant is relying solely on such advisor and is not relying in any part on any statement or representation of the Company or any of its agents. The Company will not be responsible for withholding any Tax-Related Items, Awardee acknowledges unless required by Applicable Laws. The Company may take such action as it deems appropriate to ensure that the ultimate liability for all Tax-Related Items legally due Items, which are the Participant’s sole and absolute responsibility, are withheld or collected from the Participant, if and to the extent required by Awardee is and remains Awardee’s responsibility and that Applicable Laws. In this regard, the Participant authorizes the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of its agents, at their discretion, to satisfy any withholding obligation for Tax-Related Items by withholding in connection with any aspect Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of the Stock Award, including the grant and vesting of the Stock Award, the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award and the receipt of any dividends such withholding method is problematic under applicable tax or other distributions, if any; and (2) do not commit to structure the terms of the grant securities law or any aspect of the Stock Award to reduce or eliminate Awardee’s liability for Tax-Related Items. Awardee authorizes the Company and/or the Employer tohas materially adverse accounting consequences, in the sole discretion of the Company and/or the Employerwhich case, withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s wages or other cash compensation paid to Awardee by the Company and/or the Employer, within legal limits, or from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, the Company may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related Items, and/or Items may be satisfied by one or a combination of the following: (1) withholding from the Participant’s cash compensation paid to the Participant by the Company; or (2) withhold in shares withholding from proceeds of Common Stock, provided that the sale of Shares acquired upon vesting/settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company only withholds (on the amount of shares of Common Stock necessary Participant’s behalf pursuant to satisfy this authorization). Depending on the minimum withholding amount. Finallymethod, Awardee shall pay to the Company may withhold or the Employer any amount of account for Tax-Related Items by considering tax rates of up to the maximum tax rates applicable in a particular jurisdiction, provided that if Shares are withheld or sold to cover Tax-Related Items, the Company or Participant will receive a refund in cash of any amount that was over-withheld based on a tax rate that exceeds the Employer may be required Participant’s tax rate and will have no entitlement to withhold as a result of Awardee’s participation the equivalent in Shares. If the Plan or Awardee’s acquisition of shares of Common Stock that cannot be obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the means previously described. The Company may refuse Participant is deemed to deliver have been issued the shares full number of Common Shares subject to the vested Restricted Stock if Awardee fails to comply with Awardee’s obligations in connection with Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as described a result of any aspect of the Participant’s participation in this sectionthe Plan.

Responsibility for Taxes. Regardless of any action the Company Micro or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax tax, payment on account or other tax-related withholding items related to Awardee’s participation in the Plan and legally applicable to Awardee or deemed by Micro or the Employer to be an appropriate charge to Awardee even if technically due by Micro or the Employer (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and may exceed the amount actually withheld by Micro or the Employer. Awardee further acknowledges that the Company Micro and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Unit Award, including including, but not limited to, the grant and grant, vesting or settlement of the Restricted Stock Unit Award, the issuance of Shares upon settlement of the Restricted Stock Unit Award, the subsequent sale of shares of Common Stock Shares acquired pursuant to the Restricted Stock Unit Award and the receipt of any dividends or other distributions, if any; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Unit Award to reduce or eliminate Awardee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if Awardee authorizes has become subject to tax in more than one jurisdiction between the Company date of grant and the date of any relevant taxable or tax withholding event, as applicable, Awardee acknowledges that Micro and/or the Employer to(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, Awardee will pay or make adequate arrangements satisfactory to Micro and/or the sole discretion of the Company Employer to satisfy all Tax-Related Items. In this regard, Awardee authorizes Micro and/or the Employer, withhold or their respective agents, at their sole discretion and pursuant to such procedures as they may specify from time to time, to satisfy the obligations with regard to all applicable Tax-Related Items legally payable by Awardee one or a combination of the following: (1) withholding from Awardee’s wages or other cash compensation paid to Awardee by the Company Micro and/or the Employer, within legal limits, or ; (2) withholding from proceeds of the sale of shares of Common StockShares acquired pursuant to the Restricted Stock Unit Award, either through a voluntary sale or mandatory sale arranged by Micro (on Awardee’s behalf pursuant to this authorization); or (3) withholding in Shares acquired pursuant to the Restricted Stock Unit Award. AlternativelyTo avoid negative accounting treatment, Micro may withhold or in addition, if permissible under local law, account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Company may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related ItemsItems is satisfied by withholding in Shares as described herein, and/or (2) withhold for tax purposes, Awardee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Unit Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Awardee’s participation in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amountPlan. Finally, Awardee shall will pay to the Company Micro or the Employer any amount of Tax-Related Items that the Company Micro or the Employer may be required to withhold or account for as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock Shares that cannot be satisfied by the means previously described. The Company Micro may refuse to issue or deliver the shares Shares or the proceeds of Common Stock the sale of Shares if Awardee fails to comply with Awardee’s his or her obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless of any action the Company or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Award, including the grant and vesting of the Stock Award, the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award and the receipt of any dividends or other distributions, if any; and (2) do not commit to structure the terms of the grant or any aspect of the Stock Award to reduce or eliminate Awardee’s liability for Tax-Related Items. Awardee authorizes the Company and/or the Employer to, in the sole discretion of the Company and/or the Employer, withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s wages or other cash compensation paid to Awardee by the Company and/or the Employer, within legal limits, or from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, the Company may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) to the extent the Awardee has not already paid an amount sufficient to cover the Tax-Related Items, withhold in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described. The Company may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this section. If payment or withholding of the income tax due is not made within 90 days of the event giving rise to the Tax-Related Items (the “Due Date”) or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000, the amount of any uncollected Tax-Related Items shall constitute a loan owed by the Awardee to the Employer, effective on the Due Date. The Awardee agrees that the loan will bear interest at the then-current U.K. Revenue Official Rate, it will be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to above. If the Awardee fails to make satisfactory arrangements for the payment of any Tax-Related Items at the time any applicable Stock Awards otherwise are scheduled to vest, the Awardee acknowledges and agrees that the Company may refuse to deliver such shares to the Awardee. The Company may refuse to deliver the shares of Common Stock if Awardee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this section.

Responsibility for Taxes. Regardless of any action the Company or Awardee’s employer (the “Employer”) P&G takes with respect to any or all income tax, social insurance, payroll tax tax, payment on account or other tax-related withholding (the “Tax-Related Items”), Awardee acknowledges I acknowledge that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s my responsibility and that the Company and/or the Employer P&G (1) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock this Award, including the grant and issuance, vesting of the Stock Awardor exercise, settlement, the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award and acquired, the receipt of any dividends or other distributions, if anydividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (2) do does not commit to structure the terms of the grant Award or any aspect of the Stock Award to reduce or eliminate Awardee’s my liability for Tax-Related Items. Awardee authorizes the Company and/or the Employer toPrior to exercise or settlement of an Award, in the sole discretion I shall pay or make adequate arrangements satisfactory to P&G to satisfy all withholding and payment on account obligations of the Company and/or the EmployerP&G. In this regard, I authorize P&G to withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s my wages or other cash compensation paid to Awardee me by the Company and/or the Employer, within legal limits, P&G or from proceeds of the sale of shares of Common Stockthe shares. Alternatively, or in addition, if permissible under local law, the Company P&G may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stockshares, provided that the Company P&G only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee I shall pay to the Company or the Employer P&G any amount of Tax-Related Items that the Company or the Employer P&G may be required to withhold as a result of Awardee’s my participation in the Plan or Awardee’s acquisition my purchase of shares of Common Stock that cannot be satisfied by the means previously described. The Company P&G may refuse to honor the exercise and refuse to deliver the shares of Common Stock if Awardee fails I fail to comply with Awardee’s my obligations in connection with the Tax-Related Items as described in this section.. RSU Form RTN2 FORM RTN2 AWARD AGREEMENT [FIRST NAME] [MIDDLE NAME] [LAST NAME] Subject: RESTRICTED STOCK UNIT SERIES RTN2 In recognition of your contributions to the future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you Restricted Stock Units (“RSUs”) of Procter & Xxxxxx Common Stock as follows: Grant Date: [GRANT DATE] Stock Price on Grant Date: [XXXXX XXXXX] Number of Restricted Stock Units: [RSU SHARES 1] Vest Date: [VEST DATE 1] Settlement Date: [SETTLEMENT DATE 1] Number of Restricted Stock Units: [RSU SHARES 2] Vest Date: [VEST DATE 2] Settlement Date: [SETTLEMENT DATE 2]

Responsibility for Taxes. Regardless of any action the Company or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (the “Tax-Related Items”), the Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Awardee is and remains the Awardee’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardOption, including the grant and grant, vesting or exercise of the Stock AwardOption, the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award such exercise and the receipt of any dividends or other distributions, if anydividends; and (2) do not commit to structure the terms of the grant or any aspect of the Stock Award Option to reduce or eliminate the Awardee’s liability for Tax-Related Items. Prior to the relevant taxable event, the Awardee shall pay or make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items withholding obligations of the Company. In this regard, the Awardee authorizes the Company and/or the Employer toCompany, in the at its sole discretion of to satisfy the Company and/or the Employer, withhold obligations with regard to all applicable Tax-Related Items legally payable by Awardee one or a combination of the following: (1) withholding from the Awardee’s wages or other cash compensation paid to the Awardee by the Company and/or the Employer, within legal limits, or Company; (2) withholding from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, Stock acquired upon exercise of the Company may in its sole discretion Option; (13) sell or arrange arranging for the sale of shares of Common Stock that Awardee acquires acquired upon exercise of the Option (on the Awardee’s behalf and at the Awardee’s discretion pursuant to meet the this authorization); or (4) withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. If the obligation for the Awardee’s Tax-Related Items is satisfied by withholding a number of shares of Common Stock as described herein, the Awardee is deemed to have been issued the full number of shares of Common Stock subject to the Option, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of this Option. Finally, the Awardee shall will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Awardee’s participation in the Plan or the Awardee’s acquisition purchase of shares of Common Stock that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares of Common Stock if the Awardee fails to comply with Awardee’s his or her obligations in connection with the Tax-Related Items as described in this section.

Responsibility for Taxes. Regardless As a condition to the grant, vesting and exercise of the option, regardless of any action the Company or Awardee’s employer (the “Employer”) any Subsidiary or Affiliate takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (the “Tax-Related Items”), Awardee the Employee hereby acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardeethe Employee’s responsibility and that the Company and/or the Employer Subsidiary or Affiliate (1) make no representations or undertakings regarding the treatment of any the Tax-Related Items in connection with any aspect of the Stock Awardoption grant, including the grant and grant, vesting or exercise of the Stock Award, option and the subsequent immediate sale of shares of Common Stock Shares acquired pursuant to the Stock Award and the receipt of any dividends or other distributions, if anysuch exercise; and (2) do not commit to structure the terms of the grant or any aspect of the Stock Award option to reduce or eliminate Awardeethe Employee’s liability for Tax-Related Itemsany required withholding or taxes due. Awardee authorizes Employee also agrees that he or she will not make any claim against the Company and/or Company, or any of its Directors, Employees or Subsidiaries or Affiliates related to tax liabilities arising from this option. The Employee further acknowledges and agrees that the Employer to, Employee is solely responsible for filing all relevant documentation that may be required in relation to the sole discretion of the Company and/or the Employer, withhold all applicable option or any Tax-Related Items legally payable by Awardee from Awardee’s wages other than filings or other cash compensation paid to Awardee by documentation that is the specific obligation of the Company and/or or any Subsidiary or Affiliate pursuant to applicable law, such as but not limited to personal income tax returns or reporting statements in relation to the Employergrant, within legal limits, vesting or from proceeds exercise of the option, the holding of Shares or any bank or brokerage account, the subsequent sale of shares Shares, and the receipt of Common Stockany dividends. Alternatively, The Employee also understands that applicable laws may require varying Share or in addition, if permissible under local law, the Company may in its sole discretion (1) sell or arrange option valuation methods for the sale purposes of shares of Common Stock that Awardee acquires to meet the withholding obligation for calculating Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that and the Company only withholds the amount assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee shall pay to the Company income or the Employer any amount of Tax-Related Items that may be required of the Employee under applicable laws. Further, if the Employee has become subject to Tax-Related Items in more than one jurisdiction, the Employee acknowledges that the Company or the Employer any Subsidiary or Affiliate may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described. The Company may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s obligations in connection with the account for Tax-Related Items as described in this sectionmore than one jurisdiction.

Responsibility for Taxes. Regardless of any action the Company or Awardee’s employer (the “Employer”) Employer takes with respect to any or all income tax, social insurance, payroll tax tax, payment on account or other tax-related withholding (the “Tax-Related Items”), Awardee Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee Optionee is and remains Awardee’s his or her responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardOption grant, including the grant and grant, vesting or exercise of the Stock AwardOption, the subsequent sale of shares of Common Stock Shares acquired pursuant to the Stock Award such exercise and the receipt of any dividends or other distributions, if anydividends; and (2) do not commit to structure the terms of the grant or any aspect of the Stock Award Option to reduce or eliminate AwardeeOptionee’s liability for Tax-Related Items. Awardee Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to, in the sole discretion of the Company and/or the Employer, to withhold all applicable Tax-Related Items legally payable by Awardee Optionee from AwardeeOptionee’s wages or other cash compensation paid to Awardee Optionee by the Company and/or the Employer, within legal limits, Employer or from proceeds of the sale of shares of Common Stockthe Shares. Alternatively, or in addition, if permissible under local law, the Company may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock Shares that Awardee Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common StockShares, provided that the Company withholds only withholds the amount of shares of Common Stock Shares necessary to satisfy the minimum withholding amount. Finally, Awardee Optionee shall pay to the Company only or the Employer any amount of Tax-Related Items that the Company only or the Employer may be required to withhold as a result of AwardeeOptionee’s participation in the Plan or Awardee’s acquisition the purchase of shares of Common Stock Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares of Common Stock Shares if Awardee Optionee fails to comply with Awardee’s his or her obligations in connection with the Tax-Related Items as described in this section.

Responsibility for Taxes. Regardless of any action the Company or or, if different, Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax tax, fringe benefits tax, payment on account or other tax-related withholding items related to Awardee’s participation in the Plan and legally applicable to Awardee (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s his or her responsibility and that such liability may exceed the amount actually withheld by the Company or the Employer. Awardee further acknowledges that the Company and/or the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock AwardUnits, including including, but not limited to, the grant and grant, vesting or settlement of the Restricted Stock AwardUnits, the issuance of shares of Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award and the receipt of any dividends or other distributions, if anyand/or any Dividend Equivalent Rights; and (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Award Units to reduce or eliminate Awardee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if Awardee authorizes becomes subject to tax in more than one jurisdiction, Awardee acknowledges that the Company and/or the Employer to(or former employer, in the sole discretion of the Company and/or the Employer, as applicable) may be required to withhold all applicable or account for Tax-Related Items legally payable by Awardee from in more than one jurisdiction. Awardee’s wages or other cash compensation paid Tax-Related Items subject to Awardee a withholding obligation by the Company and/or the Employer, within legal limitsEmployer (or any other Affiliates) shall be satisfied through a net issuance of shares. The Company shall withhold from shares of Stock to be issued to Awardee upon vesting/settlement of the Restricted Stock Units a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding obligations for Tax-Related Items due. Alternatively, or in addition, the Company or the Employer may decide in their sole and absolute discretion to satisfy their withholding obligations, if any, for Tax-Related Items by one or a combination of the following: (i) withholding from proceeds of the sale of shares of Common Stock. Alternatively, Stock acquired upon vesting/settlement of the Restricted Stock Units either through a voluntary sale or in addition, if permissible under local law, through a mandatory sale arranged by the Company may (on Awardee’s behalf pursuant to this authorization without further consent); or (ii) in its sole discretion (1) sell any other way set forth in Section 15 of the Plan; provided, however, that if Awardee is a Section 16 officer of the Company under the Exchange Act, then the Company will satisfy any withholding obligation only through a net share issuance of shares, unless the use of such withholding method is problematic under applicable tax or arrange for securities law or has materially adverse accounting consequences, in which case the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related ItemsItems may be satisfied by method (i) or (ii) above, and/or or a combination thereof. The Company may withhold or account for Tax-Related Items by considering statutory withholding rates or other applicable withholding rates, including maximum rates applicable in Awardee’s jurisdiction. In the event of over-withholding, Awardee may receive a refund of any over-withheld amount in cash (2) withhold with no entitlement to the equivalent in shares Stock), or if not refunded, Awardee may seek a refund from the local tax authorities. In the event of Common Stockunder-withholding, provided that Awardee may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company only withholds and/or the amount Employer. If the obligation for Tax-Related Items is satisfied by a net share issuance of shares, for tax purposes, Awardee is deemed to have been issued the full number of shares of Common Stock necessary subject to satisfy the minimum withholding amountvested Restricted Stock Units, notwithstanding that a number of shares is held back solely for purposes of paying the Tax-Related Items due as a result of any aspect of Awardee’s participation in the Plan. Finally, Awardee shall pay to the Company or 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 Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Common Stock or the proceeds of the sale of shares of Stock, if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless of any action the Company Micro or Awardee’s 's employer (the “"Employer”") takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (the “"Tax-Related Items”"), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s 's responsibility and that the Company Micro and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Unit Award, including the grant and vesting of the Restricted Stock Unit Award, the subsequent sale of shares of Common Stock acquired pursuant to the Restricted Stock Unit Award and the receipt of any dividends or other distributions, if any; and (2) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Award to reduce or eliminate Awardee’s 's liability for Tax-Related Items. Prior to a taxable event, Awardee authorizes the Company shall pay or make adequate arrangements satisfactory to Micro and/or the Employer to, in the sole discretion to satisfy all withholding and payment on account obligations of the Company Micro and/or the Employer. In this regard, Awardee authorizes Micro and/or the Employer to withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s 's wages or other cash compensation paid to Awardee by the Company Micro and/or the Employer, within legal limits, Employer or from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, the Company Micro may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that the Company Micro only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee shall pay to the Company Micro or the Employer any amount of Tax-Related Items that the Company Micro or the Employer may be required to withhold as a result of Awardee’s 's participation in the Plan or Awardee’s 's acquisition of shares of Common Stock that cannot be satisfied by the means previously described. The Company Micro may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s 's obligations in connection with the Tax-Related Items as described in this section.

Responsibility for Taxes. Regardless of Optionee hereby acknowledges and agrees that the ultimate liability for any action the Company or Awardee’s employer (the “Employer”) takes with respect to any or and all income tax, social insurance, insurance and payroll tax or other tax-related withholding (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee ) is and remains AwardeeOptionee’s responsibility and liability and that the Company and/or the Optionee’s Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Awardoption grant, including the grant and grant, vesting or exercise of the Stock Award, option and the subsequent sale of shares of Common Stock Shares acquired pursuant to the Stock Award and the receipt of any dividends or other distributions, if anysuch exercise; and (2b) do not commit to structure the terms of the grant or any aspect of the Stock Award option to reduce or eliminate AwardeeOptionee’s liability for Tax-Related Items. Awardee Prior to exercise of the option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or Optionee’s Employer to satisfy all withholding obligations of the Company and/or Optionee’s Employer. In this regard, Optionee authorizes the Company and/or the Optionee’s Employer to, in the sole discretion of the Company and/or the Employer, to withhold all applicable Tax-Related Items legally payable by Awardee Optionee from AwardeeOptionee’s wages or other cash compensation paid to Awardee Optionee by the Company and/or the Employer, within legal limits, Optionee’s Employer or from proceeds of the sale of shares of Common Stocksale. Alternatively, or in addition, if permissible under local law, the Company may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock Shares that Awardee acquires Optionee is due to acquire to meet the minimum withholding obligation for Tax-Tax Related Items, and/or (2) withhold . Any estimated withholding which is not required in shares satisfaction of Common Stock, provided that any Tax Related Items will be repaid to Optionee by the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amountor Optionee’s Employer. Finally, Awardee Optionee shall pay to the Company or the Optionee’s Employer any amount of Tax-any Tax Related Items that the Company or the Optionee’s Employer may be required to withhold as a result of AwardeeOptionee’s participation in the Plan or AwardeeOptionee’s acquisition purchase of shares of Common Stock Shares that cannot be satisfied by the means previously described. The Company may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this sectionDATE OF GRANT: <GRANT_DATE> APPROVED BY: SUN MICROSYSTEMS, INC., Xxxxxxx Xxxxxx

Responsibility for Taxes. Regardless of By accepting this grant, the Optionee hereby irrevocably elects to satisfy any action taxes and social insurance contribution withholding required to be withheld by the Company or Awardee’s employer its Subsidiaries on the date of grant, vesting or exercise of the Option or delivery or sale of any Shares hereunder or on any earlier date on which such taxes or social insurance contribution withholding may be due (the “EmployerTax Liability”) takes with respect by authorizing the Company and any of its Subsidiaries to withhold a sufficient number of Shares that would otherwise be deliverable to the Optionee upon exercise of the Option. If, for any or all income taxreason, social insurancethe Shares that would otherwise be deliverable to the Optionee upon exercise of the Option would be insufficient to satisfy the Tax Liability, payroll tax the Company and any of its Subsidiaries are authorized to withhold an amount from the Optionee’s wages or other tax-related compensation sufficient to satisfy the Tax Liability. Furthermore, the Optionee agrees to pay the Company or its Subsidiaries any amount of the Tax Liability that cannot be satisfied through one of the foregoing methods. Apart from any withholding (obligations that may apply to the “Tax-Related Items”)Company and/or its Subsidiaries, Awardee the Optionee acknowledges and agrees that the ultimate liability responsibility for all Tax-Related Items legally due by Awardee the Tax Liability is and remains Awardee’s responsibility and that with the Optionee. The Optionee further acknowledges that: (x) the Company and/or the Employer (1) and its Subsidiaries make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Award, including the grant and vesting of the Stock Award, the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award and Tax Liability or the receipt of any dividends or other distributions, if anydividends; (y) the Company and (2) its Subsidiaries do not commit to structure the terms of the grant or any other aspect of the Stock Award Option to reduce or eliminate Awardee’s liability for Tax-Related Itemsthe Tax Liability; and (z) the Optionee should consult a tax adviser regarding the Tax Liability. Awardee authorizes the Company and/or the Employer to, in the sole discretion of the Company and/or the Employer, withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s wages The Optionee acknowledges that he or other cash compensation paid to Awardee by the Company and/or the Employer, within legal limits, or from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, the Company she may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Awardee’s participation not participate in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be and the Company and its Subsidiaries shall have no obligation to deliver Shares until the Tax Liability has been fully satisfied by the means previously describedOptionee. The Company may refuse to deliver It is recognized by both parties that, based on current U.S. laws, the shares difference between the Fair Market Value of Common Stock if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this sectionShares purchased upon exercise of the Option and the Exercise Price of such Shares generally will constitute ordinary taxable income for U.S. federal income and social security tax purposes and for most state and local income tax purposes.

Responsibility for Taxes. Regardless of By accepting this grant, the Grantee hereby irrevocably elects to satisfy any action taxes and social insurance contribution withholding required to be withheld by the Company or Awardee’s employer its Subsidiaries on the date of grant, vesting or exercise of the SARs, subsequent cash payment, or on any earlier date on which such taxes or social insurance contribution withholding may be due (the “EmployerTax Liability”) takes with respect by authorizing the Company and any of its Subsidiaries to withhold an amount of cash that would otherwise be deliverable to the Grantee hereunder sufficient to satisfy the Tax Liability. If, for any or all income taxreason, social insurancethe cash that would otherwise be deliverable to the Grantee upon exercise of the SARs would be insufficient to satisfy the Tax Liability, payroll tax the Company and any of its Subsidiaries are authorized to withhold an amount from the Grantee’s wages or other tax-related compensation sufficient to satisfy the Tax Liability. Furthermore, the Grantee agrees to pay the Company or its Subsidiaries any amount of the Tax Liability that cannot be satisfied through one of the foregoing methods. Apart from any withholding (obligations that may apply to the “Tax-Related Items”)Company and/or its Subsidiaries, Awardee the Grantee acknowledges and agrees that the ultimate liability responsibility for all Tax-Related Items legally due by Awardee the Tax Liability is and remains Awardee’s responsibility and that with the Grantee. The Grantee further acknowledges that: (x) the Company and/or the Employer (1) and its Subsidiaries make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of Tax Liability; (y) the Stock Award, including the grant Company and vesting of the Stock Award, the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award and the receipt of any dividends or other distributions, if any; and (2) its Subsidiaries do not commit to structure the terms of the grant or any other aspect of the Stock Award SAR Grant to reduce or eliminate Awardee’s liability for Tax-Related Itemsthe Tax Liability; and (z) the Grantee should consult a tax adviser regarding the Tax Liability. Awardee authorizes the Company and/or the Employer to, in the sole discretion of the Company and/or the Employer, withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s wages The Grantee acknowledges that he or other cash compensation paid to Awardee by the Company and/or the Employer, within legal limits, or from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, the Company she may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Awardee’s participation not participate in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be and the Company and its Subsidiaries shall have no obligation to make the cash payment hereunder until the Tax Liability has been fully satisfied by the means previously described. The Company may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this sectionGrantee.

Responsibility for Taxes. Regardless of any action the Company or or, if different, Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax tax, fringe benefits tax, payment on account or other tax-related withholding items related to Awardee’s participation in the Plan and legally applicable to Awardee (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s his or her responsibility and that such liability may exceed the amount actually withheld by the Company or the Employer. Awardee further acknowledges that the Company and/or the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock AwardUnits, including including, but not limited to, the grant and grant, vesting or settlement of the Restricted Stock AwardUnits, the issuance of shares of Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award and the receipt of any dividends or other distributions, if anyand/or any Dividend Equivalent Rights; and (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Award Units to reduce or eliminate Awardee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if Awardee authorizes becomes subject to tax in more than one jurisdiction, Awardee acknowledges that the Company and/or the Employer to(or former employer, in the sole discretion of the Company and/or the Employer, as applicable) may be required to withhold all applicable or account for Tax-Related Items legally payable by Awardee from in more than one jurisdiction. Awardee’s wages or other cash compensation paid Tax-Related Items subject to Awardee a withholding obligation by the Company and/or the Employer, within legal limitsEmployer (or any other Affiliates) shall be satisfied through a net issuance of shares. The Company shall withhold from shares of Stock to be issued to Awardee upon vesting/settlement of the Restricted Stock Units a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding obligations for Tax-Related Items due. Alternatively, or in addition, the Company or the Employer may decide in their sole and absolute discretion to satisfy their withholding obligations, if any, for Tax-Related Items by one or a combination of the following: (i) withholding from proceeds of the sale of shares of Common Stock. Alternatively, Stock acquired upon vesting/settlement of the Restricted Stock Units either through a voluntary sale or in addition, if permissible under local law, through a mandatory sale arranged by the Company may (on Awardee’s behalf pursuant to this authorization without further consent); or (ii) in its sole discretion (1) sell any other way set forth in Section 8 of the Plan; provided, however, that if Awardee is a Section 16 officer of the Company under the Exchange Act, then the Company will satisfy any withholding obligation only through a net share issuance of shares, unless the use of such withholding method is problematic under applicable tax or arrange for securities law or has materially adverse accounting consequences, in which case the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related ItemsItems may be satisfied by method (i) or (ii) above, and/or or a combination thereof. The Company may withhold or account for Tax-Related Items by considering statutory withholding rates or other applicable withholding rates, including maximum rates applicable in Awardee’s jurisdiction. In the event of over-withholding, Awardee may receive a refund of any over-withheld amount in cash (2) withhold with no entitlement to the equivalent in shares Stock), or if not refunded, Awardee may seek a refund from the local tax authorities. In the event of Common Stockunder-withholding, provided that Awardee may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company only withholds and/or the amount Employer. If the obligation for Tax-Related Items is satisfied by a net share issuance of shares, for tax purposes, Awardee is deemed to have been issued the full number of shares of Common Stock necessary subject to satisfy the minimum withholding amountvested Restricted Stock Units, notwithstanding that a number of shares are held back solely for purposes of paying the Tax-Related Items due as a result of any aspect of Awardee’s participation in the Plan. Finally, Awardee shall pay to the Company or 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 Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Common Stock or the proceeds of the sale of shares of Stock, if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless of By accepting this grant, the Grantee hereby irrevocably elects to satisfy any action taxes and social insurance contribution withholding required to be withheld by the Company or Awardee’s employer its Subsidiaries on the date of grant or vesting of the PRSUs or the date of delivery or sale of any Shares hereunder or on any earlier date on which such taxes or social insurance contribution withholding may be due (the “EmployerTax Liability”) takes with respect by authorizing the Company or any of its Subsidiaries to withhold a sufficient number of Shares that would otherwise be deliverable to the Grantee upon settlement of the PRSUs (or, if the PRSUs are settled in cash in lieu of Shares, an amount of cash sufficient to satisfy the Tax Liability). If, for any reason, the Shares or all income taxcash that would otherwise be deliverable to the Grantee upon settlement of the PRSUs would be insufficient to satisfy the Tax Liability, social insurance, payroll tax the Company and any of its Subsidiaries are authorized to withhold an amount from the Grantee’s wages or other tax-related withholding compensation sufficient to satisfy the Tax Liability. Furthermore, the Grantee agrees to pay the Company or its Subsidiaries any amount of the Tax Liability that cannot be satisfied through one of the foregoing methods. Notwithstanding the foregoing, if, on the applicable Settlement Date or on any earlier date on which the Tax Liability may be due, the delivery of Shares is not made for any reason (including pursuant to a deferral election made by the “Tax-Related Items”Grantee under the Company’s Deferred Compensation Plan, if applicable), Awardee the Grantee hereby irrevocably elects to satisfy such Tax Liability by delivering cash to the Company in an amount sufficient to satisfy such Tax Liability. Apart from any withholding obligations that may apply to the Company and/or its Subsidiaries, the Grantee acknowledges and agrees that the ultimate liability responsibility for all Tax-Related Items legally due by Awardee the Tax Liability is and remains Awardee’s responsibility and that with the Grantee. The Grantee further acknowledges that: (x) the Company and/or the Employer (1) and its Subsidiaries make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of Tax Liability; (y) the Stock Award, including the grant Company and vesting of the Stock Award, the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award and the receipt of any dividends or other distributions, if any; and (2) its Subsidiaries do not commit to structure the terms of the grant or any other aspect of the Stock Award PRSUs to reduce or eliminate Awardee’s liability for Tax-Related Itemsthe Tax Liability; and (z) the Grantee should consult a tax adviser regarding the Tax Liability. Awardee authorizes the Company and/or the Employer to, in the sole discretion of the Company and/or the Employer, withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s wages The Grantee acknowledges that he or other cash compensation paid to Awardee by the Company and/or the Employer, within legal limits, or from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, the Company she may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Awardee’s participation not participate in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be and the Company and its Subsidiaries shall have no obligation to deliver Shares until the Tax Liability has been fully satisfied by the means previously described. The Company may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this sectionGrantee.

Responsibility for Taxes. Regardless of any action the Company or or, if different, Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax tax, fringe benefits tax, payment on account or other tax-related withholding items related to Awardee’s participation in the Plan and legally applicable to Awardee (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s his or her responsibility and that such liability may exceed the amount actually withheld by the Company or the Employer. Awardee further acknowledges that the Company and/or the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock AwardUnits, including including, but not limited to, the grant and grant, vesting or settlement of the Restricted Stock AwardUnits, the issuance of shares of Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award and the receipt of any dividends or other distributions, if anyand/or any Dividend Equivalent Rights; and (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Award Units to reduce or eliminate Awardee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if Awardee authorizes becomes subject to tax in more than one jurisdiction, Awardee acknowledges that the Company and/or the Employer to(or former employer, in the sole discretion of the Company and/or the Employer, as applicable) may be required to withhold all applicable or account for Tax-Related Items legally payable by Awardee from in more than one jurisdiction. Awardee’s wages or other cash compensation paid Tax-Related Items subject to Awardee a withholding obligation by the Company and/or the Employer, within legal limitsEmployer (or any other Affiliates) shall be satisfied through a net issuance of shares. The Company shall withhold from shares of Stock to be issued to Awardee upon vesting/settlement of the Restricted Stock Units a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding obligations for Tax-Related Items due. Alternatively, or in addition, the Company or the Employer may decide in their sole and absolute discretion to satisfy their withholding obligations, if any, for Tax-Related Items by one or a combination of the following: (i) withholding from proceeds of the sale of shares of Common Stock. Alternatively, Stock acquired upon vesting/settlement of the Restricted Stock Units either through a voluntary sale or in addition, if permissible under local law, through a mandatory sale arranged by the Company may (on Awardee’s behalf pursuant to this authorization without further consent); or (ii) in its sole discretion (1) sell any other way set forth in Section 15 of the Plan; provided, however, that if Awardee is a Section 16 officer of the Company under the Exchange Act, then the Company will satisfy any withholding obligation only through a net share issuance of shares, unless the use of such withholding method is problematic under applicable tax or arrange for securities law or has materially adverse accounting consequences, in which case the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related ItemsItems may be satisfied by method (i) or (ii) above, and/or or a combination thereof. The Company may withhold or account for Tax-Related Items by considering statutory withholding rates or other applicable withholding rates, including maximum rates applicable in Awardee’s jurisdiction. In the event of over-withholding, Awardee may receive a refund of any over-withheld amount in cash (2) withhold with no entitlement to the equivalent in shares Stock), or if not refunded, Awardee may seek a refund from the local tax authorities. In the event of Common Stockunder-withholding, provided that Awardee may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company only withholds and/or the amount Employer. If the obligation for Tax-Related Items is satisfied by a net share issuance of shares, for tax purposes, Awardee is deemed to have been issued the full number of shares of Common Stock necessary subject to satisfy the minimum withholding amountvested Restricted Stock Units, notwithstanding that a number of shares are held back solely for purposes of paying the Tax-Related Items due as a result of any aspect of Awardee’s participation in the Plan. Finally, Awardee shall pay to the Company or 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 Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Common Stock or the proceeds of the sale of shares of Stock, if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless of any action the Company or Awardee’s employer (the “Employer”) P&G takes with respect to any or all income tax, social insurance, payroll tax tax, payment on account or other tax-related withholding (the “Tax-Related Items”), Awardee acknowledges I acknowledge that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s my responsibility and that the Company and/or the Employer P&G (1) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock this Award, including the grant and issuance, vesting of the Stock Awardor exercise, settlement, the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award and acquired, the receipt of any dividends or other distributions, if anydividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (2) do does not commit to structure the terms of the grant Award or any aspect of the Stock Award to reduce or eliminate Awardee’s my liability for Tax-Related Items. Awardee authorizes the Company and/or the Employer toPrior to exercise or settlement of an Award, in the sole discretion I shall pay or make adequate arrangements satisfactory to P&G to satisfy all withholding and payment on account obligations of the Company and/or the EmployerP&G. In this regard, I authorize P&G to withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s my wages or other cash compensation paid to Awardee me by the Company and/or the Employer, within legal limits, P&G or from proceeds of the sale of shares of Common Stockthe shares. Alternatively, or in addition, if permissible under local law, the Company P&G may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stockshares, provided that the Company P&G only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee I shall pay to the Company or the Employer P&G any amount of Tax-Related Items that the Company or the Employer P&G may be required to withhold as a result of Awardee’s my participation in the Plan or Awardee’s acquisition my purchase of shares of Common Stock that cannot be satisfied by the means previously described. The Company P&G may refuse to honor the exercise and refuse to deliver the shares of Common Stock if Awardee fails I fail to comply with Awardee’s my obligations in connection with the Tax-Related Items as described in this section.. RSU Form RTN2 FORM RTN2 AWARD AGREEMENT <NAME> Subject: RESTRICTED STOCK UNIT SERIES RTN2 In recognition of your contributions to the future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you Restricted Stock Units (“RSUs”) of Procter & Xxxxxx Common Stock as follows: Grant Date: <GRANT DATE> Stock Price on Grant Date: <XXXXX XXXXX> Number of Restricted Stock Units: <SHARES1> Vest Date: <VEST DATE 1> Settlement Date: See Payment and Vesting Details Below Number of Restricted Stock Units: <SHARES2> Vest Date: <VEST DATE 2> Settlement Date: See Payment and Vesting Details Below

Responsibility for Taxes. Regardless of any action the Company Micro or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and that the Company Micro and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Award, including the grant and vesting of the Restricted Stock Award, the subsequent sale of shares of Common Stock acquired pursuant to the Restricted Stock Award and the receipt of any dividends or other distributionsdividends, if any; and (2) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Award to reduce or eliminate Awardee’s liability for Tax-Related Items. Prior to a taxable event, Awardee authorizes the Company shall pay or make adequate arrangements satisfactory to Micro and/or the Employer to, in the sole discretion to satisfy all withholding and payment on account obligations of the Company Micro and/or the Employer. In this regard, Awardee authorizes Micro and/or the Employer to withhold all applicable Tax-Tax- Related Items legally payable by Awardee from Awardee’s wages or other cash compensation paid to Awardee by the Company Micro and/or the Employer, within legal limits, Employer or from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, the Company Micro may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that the Company Micro only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee shall pay to the Company Micro or the Employer any amount of Tax-Related Items that the Company Micro or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition purchase of shares of Common Stock that cannot be satisfied by the means previously described. The Company Micro may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this section.

Responsibility for Taxes. Regardless of any action the Company Micro or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax tax, payment on account or other tax-related withholding items related to Awardee’s participation in the Plan and legally applicable to Awardee: or deemed by Micro or the Employer to be an appropriate charge to Awardee even if technically due by Micro or the Employer (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and may exceed the amount actually withheld by Micro or the Employer. Awardee further acknowledges that the Company Micro and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Unit Award, including the grant and grant, vesting or settlement of the Restricted Stock Unit Award, the issuance of Shares upon settlement of the Restricted Stock Unit Award, the subsequent sale of shares of Common Stock Shares acquired pursuant to the Restricted Stock Unit Award and the receipt of any dividends or other distributions, if any; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Unit Award to reduce or eliminate Awardee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if Awardee authorizes has become subject to tax in more than one jurisdiction between the Company date of grant and the date of any relevant taxable event, Awardee acknowledges that Micro and/or the Employer to(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, Awardee will pay or make adequate arrangements satisfactory to Micro and/or the sole discretion of the Company Employer to satisfy all Tax-Related Items. In this regard, if permissible under local law, Awardee authorizes Micro and/or the Employer, withhold or their respective agents, at their sole discretion and pursuant to such procedures as they may specify from time to time, to satisfy the obligations with regard to all applicable Tax-Related Items legally payable by Awardee one or a combination of the following: (1) withholding from Awardee’s wages or other cash compensation paid to Awardee by the Company Micro and/or the Employer, within legal limits, or ; (2) withholding from proceeds of the sale of shares of Common StockShares acquired pursuant to the Restricted Stock Unit Award; either through a voluntary sale or mandatory sale arranged by Micro (on Awardee’s behalf pursuant to this authorization); or (3) withholding in Shares acquired pursuant to the Restricted Stock Unit Award. AlternativelyTo avoid negative accounting treatment, Micro may withhold or in addition, if permissible under local law, account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Company may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related ItemsItems is satisfied by withholding in Shares as described herein, and/or (2) withhold for tax purposes, Awardee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Unit Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Awardee’s participation in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amountPlan. Finally, Awardee shall will pay to the Company Micro or the Employer any amount of Tax-Related Items that the Company Micro or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock Shares that cannot be satisfied by the means previously described. The Company Micro may refuse to issue or deliver the shares Shares or the proceeds of Common Stock the sale of Shares if Awardee fails to comply with Awardee’s his or her obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless of any action the Company or or, if different, Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax tax, fringe benefits tax, payment on account or other tax-related withholding items related to Awardee’s participation in the Plan and legally applicable to Awardee (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s his or her responsibility and that such liability may exceed the amount actually withheld by the Company or the Employer. Awardee further acknowledges that the Company and/or the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock AwardUnits, including including, but not limited to, the grant and grant, vesting or settlement of the Restricted Stock AwardUnits, the issuance of shares of Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award and the receipt of any dividends or other distributions, if anyand/or any Dividend Equivalent Rights; and (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Award Units to reduce or eliminate Awardee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if Awardee authorizes becomes subject to tax in more than one jurisdiction, Awardee acknowledges that the Company and/or the Employer to(or former employer, in the sole discretion of the Company and/or the Employer, as applicable) may be required to withhold all applicable or account for Tax-Related Items legally payable by Awardee from in more than one jurisdiction. Awardee’s wages or other cash compensation paid Tax-Related Items subject to Awardee a withholding obligation by the Company and/or the Employer, within legal limitsEmployer (or any other Affiliates) shall be satisfied through a net issuance of shares. The Company shall withhold from shares of Stock to be issued to Awardee upon vesting/settlement of the Restricted Stock Units a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding obligations for Tax-Related Items due. Alternatively, or in addition, the Company or the Employer may decide in their sole and absolute discretion to satisfy their withholding obligations, if any, for Tax-Related Items by one or a combination of the following: (i) withholding from proceeds of the sale of shares of Common Stock. Alternatively, Stock acquired upon vesting/settlement of the Restricted Stock Units either through a voluntary sale or in addition, if permissible under local law, through a mandatory sale arranged by the Company may (on Awardee’s behalf pursuant to this authorization without further consent); or (ii) in its sole discretion (1) sell any other way set forth in Section 15 of the Plan; provided, however, that if Awardee is a Section 16 officer of the Company under the Exchange Act, then the Company will satisfy any withholding obligation only through a net share issuance of shares, unless the use of such withholding method is problematic under applicable tax or arrange for securities law or has materially adverse accounting consequences, in which case the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related ItemsItems may be satisfied by method (i) or (ii) above, and/or or a combination thereof. The Company may withhold or account for Tax-Related Items by considering statutory withholding rates or other applicable withholding rates, including maximum rates applicable in Awardee’s jurisdiction. In the event of over-withholding, Awardee may receive a refund of any over-withheld amount in cash (2) withhold with no entitlement to the equivalent in shares of Common Stock), provided that or if not refunded, Awardee may seek a refund from the local tax authorities. In the event of under-withholding, Awardee may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company only withholds and/or the amount Employer. If the obligation for Tax-Related Items is satisfied by a net share issuance of shares, for tax purposes, Awardee is deemed to have been issued the full number of shares of Common Stock necessary subject to satisfy the minimum withholding amountvested Restricted Stock Units, notwithstanding that a number of shares is held back solely for purposes of paying the Tax-Related Items due as a result of any aspect of Awardee’s participation in the Plan. Finally, Awardee shall pay to the Company or 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 Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Common Stock or the proceeds of the sale of shares of Stock, if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless of any action the Company or Awardee’s employer (the “Employer”) P&G takes with respect to any or all income tax, social insurance, payroll tax tax, payment on account or other tax-related withholding (the “Tax-Related Items”), Awardee acknowledges I acknowledge that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s my responsibility and that the Company and/or the Employer P&G (1) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock this Award, including the grant and issuance, vesting of the Stock Awardor exercise, settlement, the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award and acquired, the receipt of any dividends or other distributions, if anydividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (2) do does not commit to structure the terms of the grant Award or any aspect of the Stock Award to reduce or eliminate Awardee’s my liability for Tax-Related Items. Awardee authorizes the Company and/or the Employer toPrior to exercise or settlement of an Award, in the sole discretion I shall pay or make adequate arrangements satisfactory to P&G to satisfy all withholding and payment on account obligations of the Company and/or the EmployerP&G. In this regard, I authorize P&G to withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s my wages or other cash compensation paid to Awardee me by the Company and/or the Employer, within legal limits, P&G or from proceeds of the sale of shares of Common Stockthe shares. Alternatively, or in addition, if permissible under local law, the Company P&G may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stockshares, provided that the Company P&G only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee I shall pay to the Company or the Employer P&G any amount of Tax-Related Items that the Company or the Employer P&G may be required to withhold as a result of Awardee’s my participation in the Plan or Awardee’s acquisition my purchase of shares of Common Stock that cannot be satisfied by the means previously described. The Company P&G may refuse to honor the exercise and refuse to deliver the shares of Common Stock if Awardee fails I fail to comply with Awardee’s my obligations in connection with the Tax-Related Items as described in this section. RSU Form RTN2 FORM RTN2 AWARD AGREEMENT <NAME> Subject: RESTRICTED STOCK UNIT SERIES RTN2 In recognition of your contributions to the future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you Restricted Stock Units (“RSUs”) of Procter & Xxxxxx Common Stock as follows: Grant Date: <GRANT DATE> Stock Price on Grant Date: <XXXXX XXXXX> Number of Restricted Stock Units: <SHARES1> Vest Date: <VEST DATE 1> Settlement Date: See Payment and Vesting Details Below Number of Restricted Stock Units: <SHARES2> Vest Date: <VEST DATE 2> Settlement Date: See Payment and Vesting Details Below Total Number of Restricted Stock Units: <TOTAL SHARES> This Award is granted in accordance with and subject to the terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments, and the Settlement Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan and the Regulations and Sub Plans by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to [_______] for assistance.

Responsibility for Taxes. Regardless of any action the Company or Awardee’s employer (the “Employer”) P&G takes with respect to any or all income tax, social insurance, payroll tax tax, payment on account or other tax-related withholding (the “Tax-Related Items”), Awardee acknowledges I acknowledge that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s my responsibility and that the Company and/or the Employer P&G (1) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock this Award, including the grant and issuance, vesting of the Stock Awardor exercise, settlement, the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award and acquired, the receipt of any dividends or other distributions, if anydividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (2) do does not commit to structure the terms of the grant Award or any aspect of the Stock Award to reduce or eliminate Awardee’s my liability for Tax-Related Items. Awardee authorizes the Company and/or the Employer toPrior to exercise or settlement of an Award, in the sole discretion I shall pay or make adequate arrangements satisfactory to P&G to satisfy all withholding and payment on account obligations of the Company and/or the EmployerP&G. In this regard, I authorize P&G to withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s my wages or other cash compensation paid to Awardee me by the Company and/or the Employer, within legal limits, P&G or from proceeds of the sale of shares of Common Stockthe shares. Alternatively, or in addition, if permissible under local law, the Company P&G may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stockshares, provided that the Company P&G only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee I shall pay to the Company or the Employer P&G any amount of Tax-Related Items that the Company or the Employer P&G may be required to withhold as a result of Awardee’s my participation in the Plan or Awardee’s acquisition my purchase of shares of Common Stock that cannot be satisfied by the means previously described. The Company P&G may refuse to honor the exercise and refuse to deliver the shares of Common Stock if Awardee fails I fail to comply with Awardee’s my obligations in connection with the Tax-Related Items as described in this section. FORM KM AWARD AGREEMENT _______________________________________________________________________________________ [GLOBALID] [FIRST_NAME] [MIDDLE_NAME] [LAST_NAME] Subject: RESTRICTED STOCK UNIT SERIES XX-KM-RSU In recognition of your contributions to the future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you Restricted Stock Units (“RSUs”) of Procter & Xxxxxx Common Stock as follows: Number of Restricted Stock Units: [RSUSHARES] Grant Date: [GRANT_DATE] Vest Date: [GRANT_DATE + 5 YEARS] Settlement Date: [GRANT_DATE + 5 YEARS] Acceptance Deadline: [ACCEPTANCE_DATE] This Award is granted in accordance with and subject to the terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments, and the Settlement Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan and the Regulations and Sub Plans by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to Xxxxxxxx.XX@xx.xxx for assistance.

Responsibility for Taxes. Regardless of any action the Company Micro or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax tax, payment on account or other tax-related withholding (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and that the Company Micro and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Unit Award, including the grant and vesting of the Restricted Stock Unit Award, the delivery of shares of Common Stock, the subsequent sale of shares of Common Stock acquired pursuant to the Restricted Stock Unit Award and the receipt of any dividends or other distributions, if any; and (2) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Unit Award to reduce or eliminate Awardee’s liability for Tax-Related Items. Prior to a taxable event, Awardee authorizes the Company shall pay or make adequate arrangements satisfactory to Micro and/or the Employer toto satisfy all Tax-Related Items withholding and payment on account obligations of Micro and/or the Employer. In this regard, in the sole discretion of the Company if permissible under local law, Awardee authorizes Micro and/or the Employer, withhold at their sole discretion and pursuant to such procedures as they may specify from time to time, to satisfy the obligations with regard to all applicable Tax-Related Items legally payable by Awardee one or a combination of the following: (1) withholding from Awardee’s wages or other cash compensation paid to Awardee by the Company Micro and/or the Employer, within legal limits, or ; (2) withholding from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, Stock acquired pursuant to the Company may in its sole discretion Restricted Stock Unit Award; (13) sell or arrange arranging for the sale of shares of Common Stock that Awardee acquires acquired pursuant to meet the Restricted Stock Unit Award (an Awardee’s behalf and at Awardee’s discretion pursuant to this authorization); or (4) withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that the Company Micro only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. If the obligation for Awardee’s Tax-Related Items is satisfied by withholding a number of shares of Common Stock as described herein, Awardee is deemed to have been issued the full number of shares of Common Stock subject to the Restricted Stock Unit Award, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of this Restricted Stock Unit Award. Finally, Awardee shall will pay to the Company Micro or the Employer any amount of Tax-Related Items that the Company Micro or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described. The Company Micro may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s his or her obligations in connection with the Tax-Related Items as described in this section.

Responsibility for Taxes. Regardless The following provision supplements Section 4 of the Restricted Stock Unit Award Agreement for Non-Employee Directors. The Grantee acknowledges that, regardless of any action taken by the Company or Awardee’s employer (Company, the “Employer”) takes with respect to any or ultimate liability for all income tax, social insurance, payroll tax tax, fringe benefit tax, payment on account or other tax-related withholding items related to the Grantee's participation in the Plan and legally applicable to the Grantee (the “Tax-Related Items”), Awardee ) is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company. The Grantee further acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and that the Company and/or the Employer (1a) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock AwardUnits, including including, but not limited to, the grant and or vesting of the Restricted Stock Award, Units and the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award such vesting and the receipt of any dividends or other distributions, if anyand/or dividend equivalents; and (2b) do does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Award Units to reduce or eliminate Awardeethe Grantee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Awardee authorizes Further, if the Company and/or the Employer to, in the sole discretion of the Company and/or the Employer, withhold all applicable Grantee is subject to Tax-Related Items legally payable in more than one jurisdiction, the Grantee acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction and may seek evidence from the Grantee of residency for purposes of operating such withholding or payment on account. The Company shall not be responsible for withholding any Tax-Related Items, unless required by Awardee applicable law. The Company may take such action as it deems appropriate to ensure that all Tax-Related Items are withheld or collected from Awardeethe Grantee, if and to the extent required by applicable law. In this regard, the Company will have the power and the right to require the Grantee to remit to the Company, the amount necessary to satisfy the Tax-Related Items. Notwithstanding the foregoing, unless otherwise determined by the Administrator, any obligations to pay Tax-Related Items will be met by having the Company withhold a number of shares of Stock from the total number of shares of Stock ​ otherwise issuable to the Grantee upon the relevant taxable or tax withholding event, as applicable. In the event that withholding in shares of Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, the Grantee authorizes the Company, or its respective agents, at the Company’s wages discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring the Grantee to make a payment in a form acceptable to the Company; (ii) withholding from the Grantee’s Director fees or other cash compensation paid to Awardee the Grantee by the Company and/or the Employer, within legal limits, or Company; (iii) withholding from proceeds of the sale of shares of Common StockStock acquired upon vesting/settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iv) any other method of withholding determined by the Company and to the extent required by applicable law or the Plan, approved by the Administrator. Alternatively, or in addition, if permissible under local lawDepending on the withholding method, the Company may withhold or account for Tax-Related Items by considering maximum applicable rates, in its sole discretion (1) sell which case the Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. ​ The Company may refuse to issue or arrange for deliver the shares of Stock or the proceeds of the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that if the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described. The Company may refuse to deliver the shares of Common Stock if Awardee Grantee fails to comply with Awardeethe Grantee’s obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless Grantee acknowledges that, regardless of any action taken by the Company and/or the Parent or Awardee’s employer Subsidiary employing Grantee or for which Grantee is otherwise providing services (the “EmployerService Recipient”) takes with respect to ), the ultimate liability for any or and all income taxtax (including U.S. and non-U.S. federal, state, and/or local taxes), social insurance, fringe benefit tax, payroll tax tax, payment on account or other tax-related withholding items related to Grantee’s participation in the Plan and legally applicable to Grantee or deemed by the Company or the Service Recipient in their reasonable discretion to be an appropriate charge to Grantee even if legally applicable to the Company or Service Recipient (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee ) is and remains AwardeeGrantee’s responsibility and may exceed the amount, if any, actually withheld by the Company or Service Recipient. Grantee further acknowledges that the Company and/or the Employer Service Recipient (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardRestricted Stock, including including, but not limited to, the grant and grant, vesting or value of the Restricted Stock Award, and the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award any Shares and the receipt of any dividends or other distributions, if anydividends; and (2ii) do not commit and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Award to reduce or eliminate AwardeeGrantee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Awardee authorizes Further, if Grantee is subject to Tax-Related Items in more than one jurisdiction, Grantee acknowledges that the Company and/or the Employer toService Recipient (or former service recipient, in the sole discretion of the Company and/or the Employer, as applicable) may be required to withhold all applicable or account for Tax-Related Items legally payable in more than one jurisdiction. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may require Grantee to satisfy any withholding obligations for Tax-Related Items, in whole or in part, by Awardee one or more of the following (without limitation): (a) paying cash, (b) withholding from AwardeeGrantee’s wages wages, salary or other cash compensation paid payable to Awardee Grantee by the Company and/or Company, the EmployerService Recipient or any other Parent or Subsidiary, within legal limits, or from proceeds (c) selling a sufficient number of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, vested Shares (on Grantee’s behalf pursuant to this authorization without further consent) through such means as the Company may determine in its sole discretion (1whether through a broker or otherwise), (d) sell or arrange for by the sale of shares of Common Company requiring Grantee to tender to the Company Restricted Stock that Awardee acquires has vested, or (e) any other method as determined by the Administrator, subject to meet Applicable Laws; provided, however, that if Grantee is a Section 16 officer of the Company under the Exchange Act, then any withholding obligation for Tax-Related Items, and/or Items will be satisfied only by one or a combination of methods (2a) through (c) above. The Company may withhold in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee shall pay to the Company or the Employer any amount of account for Tax-Related Items that by considering applicable statutory withholding rates or other applicable withholding rates, including maximum rates applicable in Grantee’s jurisdiction(s). In the Company event of over-withholding, Grantee may receive a refund of any over-withheld amount (with no entitlement to the Share equivalent), or if not refunded, Grantee may seek a refund from the Employer applicable tax authorities. In the event of under-withholding, Grantee may be required to withhold as a result of Awardee’s participation in pay additional Tax-Related Items directly to the Plan applicable tax authorities or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by to the means previously describedCompany and/or Service Recipient. The Company may refuse to issue or deliver the shares Shares or the proceeds from the sale of Common Stock Shares or refuse to remove restrictions from the Shares, if Awardee Grantee fails to comply with AwardeeGrantee’s obligations in connection with the Tax-Related Items. Further, if Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items as described in this sectionhereunder, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Company.

Responsibility for Taxes. Regardless of any action the Company Micro or Awardee’s employer (the “Employer”) Awardee takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and that the Company and/or the Employer Micro (1) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Unit Award, including the grant and vesting of the Restricted Stock Unit Award, the subsequent sale of shares of Common Stock acquired pursuant to the Restricted Stock Unit Award and the receipt of any dividends or other distributions, if any; and (2) do does not commit to structure the terms of the grant or any aspect of the Restricted Stock Award to reduce or eliminate Awardee’s liability for Tax-Related Items. Prior to a taxable event, Awardee shall pay or make adequate arrangements satisfactory to Micro to satisfy all withholding and payment on account obligations of Micro. In this regard, Awardee authorizes the Company and/or the Employer to, in the sole discretion of the Company and/or the Employer, Micro to withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s wages or other cash compensation paid to Awardee by the Company and/or the Employer, within legal limits, Micro or from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, the Company Micro may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that the Company Micro only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee shall pay to the Company or the Employer Micro any amount of Tax-Related Items that the Company or the Employer Micro may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described. The Company Micro may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this section.

Responsibility for Taxes. Regardless of any action the Company Micro or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax tax, payment on account or other tax-related withholding (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and that the Company Micro and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Unit Award, including the grant and vesting of the Restricted Stock Unit Award, the delivery of shares of Common Stock, the subsequent sale of shares of Common Stock acquired pursuant to the Restricted Stock Unit Award and the receipt of any dividends or other distributions, if any; and (2) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Unit Award to reduce or eliminate Awardee’s liability for Tax-Related Items. Prior to a taxable event, Awardee authorizes the Company shall pay or make adequate arrangements satisfactory to Micro and/or the Employer toto satisfy all Tax-Related Items withholding and payment on account obligations of Micro and/or the Employer. In this regard, in the sole discretion of the Company if permissible under local law, Awardee authorizes Micro and/or the Employer, withhold at their sole discretion and pursuant to such procedures as they may specify from time to time, to satisfy the obligations with regard to all applicable Tax-Related Items legally payable by Awardee one or a combination of the following: (1) withholding from Awardee’s wages or other cash compensation paid to Awardee by the Company Micro and/or the Employer, within legal limits, or ; (2) withholding from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, Stock acquired pursuant to the Company may in its sole discretion Restricted Stock Unit Award; (13) sell or arrange arranging for the sale of shares of Common Stock that Awardee acquires acquired pursuant to meet the Restricted Stock Unit Award (on Awardee’s behalf and at Awardee’s discretion pursuant to this authorization); or (4) withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that the Company Micro only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. If the obligation for Awardee’s Tax-Related Items is satisfied by withholding a number of shares of Common Stock as described herein, Awardee is deemed to have been issued the full number of shares of Common Stock subject to the Restricted Stock Unit Award, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of this Restricted Stock Unit Award. Finally, Awardee shall will pay to the Company Micro or the Employer any amount of Tax-Related Items that the Company Micro or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described. The Company Awardee acknowledges and agrees that should the amount of withholding for Tax-Related Items be in excess of the actual tax due, Micro and/or the Employer will refund the excess amount to him or her as soon as administratively practicable and without any interest. Micro may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s his or her obligations in connection with the Tax-Related Items as described in this section.

Responsibility for Taxes. Regardless of any action the Company Micro or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax tax, payment on account or other tax-related withholding (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and that the Company Micro and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Award, including the grant and vesting of the Restricted Stock Award, the delivery of shares of Common Stock, the subsequent sale of shares of Common Stock acquired pursuant to the Restricted Stock Award and the receipt of any dividends or other distributions, if any; and (2) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Award to reduce or eliminate Awardee’s liability for Tax-Related Items. Prior to a taxable event, Awardee authorizes the Company shall pay or make adequate arrangements satisfactory to Micro and/or the Employer toto satisfy all Tax-Related Items withholding and payment on account obligations of Micro and/or the Employer. In this regard, in the sole discretion of the Company if permissible under local law, Awardee authorizes Micro and/or the Employer, withhold at their sole discretion and pursuant to such procedures as they may specify from time to time, to satisfy the obligations with regard to all applicable Tax-Related Items legally payable by Awardee one or a combination of the following: (1) withholding from Awardee’s wages or other cash compensation paid to Awardee by the Company Micro and/or the Employer, within legal limits, or ; (2) withholding from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, Stock acquired pursuant to the Company may in its sole discretion Restricted Stock Award; (13) sell or arrange arranging for the sale of shares of Common Stock that Awardee acquires acquired pursuant to meet the Restricted Stock Award (on Awardee’s behalf and at Awardee’s discretion pursuant to this authorization); or (4) withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that the Company Micro only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. If the obligation for Awardee’s Tax-Related Items is satisfied by withholding a number of shares of Common Stock as described herein, Awardee is deemed to have been issued the full number of shares of Common Stock subject to the Restricted Stock Award, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of this Restricted Stock Award. Finally, Awardee shall will pay to the Company Micro or the Employer any amount of Tax-Related Items that the Company Micro or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described. The Company Micro may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s his or her obligations in connection with the Tax-Related Items as described in this section.

Responsibility for Taxes. Regardless of any action the Company or AwardeeGrantee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax tax, payment on account or other tax-related withholding items related to Grantee’s participation in the Plan and legally applicable to Grantee or deemed by the Company or the Employer to be an appropriate charge to Grantee even if technically due by the Company or the Employer (the “Tax-Related Items”), Awardee Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains AwardeeGrantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Grantee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardUnits, including including, but not limited to, the grant and grant, vesting or conversion of the Units, the issuance of shares of Stock Awardupon conversion of the Units, the subsequent sale of shares of Common Stock acquired pursuant issued or to be issued upon conversion of the Stock Award Units and the receipt of any dividends or other distributions, if anydividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Stock Award Units to reduce or eliminate AwardeeGrantee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Awardee authorizes Further, if Grantee has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, Grantee acknowledges that the Company and/or the Employer to(or former employer, in the sole discretion of the Company and/or the Employer, as applicable) may be required to withhold all applicable or account for Tax-Related Items legally payable by Awardee from Awardeein more than one jurisdiction. To the extent that the vesting of Units results in any taxable or tax withholding event, as applicable, Grantee agrees that the obligation shall be satisfied in the following manner: The Company shall retain and instruct a registered broker(s) to sell such number of Shares issued upon vesting of Units necessary to satisfy the Company’s wages tax or other withholding obligations, after deduction of the broker’s commission, and the broker shall remit to the Company the cash compensation paid necessary in order for the Company to Awardee satisfy its tax or withholding obligations. Grantee covenants to execute any such documents as are requested by the broker of the Company and/or the Employer, within legal limits, or from proceeds of in order to effectuate the sale of shares the Shares and payment of Common Stockthe tax obligations to the Company. AlternativelyThe Grantee represents to the Company that, as of the date hereof, he or in additionshe is not aware of any material nonpublic information about the Company or the Shares. The Grantee and the Company have structured this Agreement to constitute a “binding contract” relating to the sale of Shares pursuant to this Section, if permissible consistent with the affirmative defense to liability under local lawSection 10(b) of the Exchange Act under Rule 10b5-1(c) promulgated under the Exchange Act.* To avoid negative accounting treatment, the Company may in its sole discretion (1) sell withhold or arrange account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold Items is satisfied by withholding in shares of Common Stock, provided that for tax purposes, Grantee is deemed to have been issued the Company only withholds the amount full number of shares of Common Stock necessary subject to satisfy the minimum withholding amountexercised Units, 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 any aspect of Grantee’s participation in the Plan. Finally, Awardee Grantee shall pay to the Company or 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 AwardeeGrantee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Common Stock or the proceeds of the sale of shares of Stock, if Awardee Grantee fails to comply with Awardee’s his or her obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless of any action the Company Micro or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax tax, payment on account or other tax-related withholding items related to Awardee’s participation in the Plan and legally applicable to Awardee or deemed by Micro or the Employer to be an appropriate charge to Awardee even if technically due by Micro or the Employer (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and may exceed the amount actually withheld by Micro or the Employer. Awardee further acknowledges that the Company Micro and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Unit Award, including including, but not limited to, the grant and grant, vesting or settlement of the Restricted Stock Unit Award, the issuance of Shares upon settlement of the Restricted Stock Unit Award, the subsequent sale of shares of Common Stock Shares acquired pursuant to the Restricted Stock Unit Award and the receipt of any dividends or other distributions, if any; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Unit Award to reduce or eliminate Awardee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if Awardee authorizes has become subject to tax in more than one jurisdiction between the Company date of grant and the date of any relevant taxable or tax withholding event, as applicable, Awardee acknowledges that Micro and/or the Employer to(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, Awardee will pay or make adequate arrangements satisfactory to Micro and/or the sole discretion of the Company Employer to satisfy all Tax-Related Items. In this regard, Awardee authorizes Micro and/or the Employer, withhold or their respective agents, at their sole discretion and pursuant to such procedures as they may specify from time to time, to satisfy the obligations with regard to all applicable Tax-Related Items legally payable by Awardee one or a combination of the following: (1) withholding from Awardee’s wages or other cash compensation paid to Awardee by the Company Micro and/or the Employer, within legal limits, or ; (2) withholding from proceeds of the sale of shares of Common StockShares acquired pursuant to the Restricted Stock Unit Award, either through a voluntary sale or mandatory sale arranged by Micro (on Awardee’s behalf pursuant to this authorization); or (3) withholding in Shares acquired pursuant to the Restricted Stock Unit Award. AlternativelyTo avoid negative accounting treatment, Micro may withhold or in addition, if permissible under local law, account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Company may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related ItemsItems is satisfied by withholding in Shares as described herein, and/or (2) withhold for tax purposes, Awardee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Unit Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Awardee’s participation in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amountPlan. Finally, Awardee shall will pay to the Company Micro or the Employer any amount of Tax-Related Items that the Company Micro or the Employer may be required to withhold or account for as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock Shares that cannot be satisfied by the means previously described. The Company Awardee acknowledges and agrees that should the amount of withholding for Tax-Related Items be in excess of the actual tax due, Micro and/or the Employer will refund the excess amount to him or her as soon as administratively practicable and without any interest. Micro may refuse to issue or deliver the shares Shares or the proceeds of Common Stock the sale of Shares if Awardee fails to comply with Awardee’s his or her obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless The parties hereto recognize that any of any action the Company or AwardeeOptionee’s employer (the “Employer”) or the Company Group may be obligated to withhold federal, state and/or local income taxes and social insurance taxes in connection with the Optionee’s participation in the Plan. Regardless of any action the Company Group takes with respect to any or all income tax, social insurance, payroll tax tax, payment on account obligation or other tax-related withholding (the “Tax-Related Items”), Awardee the Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardeethe Optionee’s responsibility and that the Company and/or the Employer Group (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardOption grant, including the grant and grant, vesting or exercise of the Stock AwardOption, the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award such exercise and the receipt of any dividends or other distributions, if anydividends; and (2) do not commit to structure the terms of the grant or any aspect of the Stock Award Option to reduce or eliminate Awardeethe Optionee’s liability for Tax-Related Items. Awardee Prior to exercise of the Option, the Optionee shall pay or make adequate arrangements satisfactory to the Company Group to satisfy all withholding and payment on account obligations of the Company Group. In this regard, the Optionee authorizes the Company and/or the Employer to, in the sole discretion of the Company and/or the Employer, Group to withhold all applicable Tax-Related Items legally payable by Awardee the Optionee from Awardeethe Optionee’s wages or other cash compensation paid to Awardee the Optionee by the Company and/or the Employer, within legal limits, Group or from proceeds of the sale of shares of Common Stockthe shares. Alternatively, or in addition, if permissible under local law, the Company Group may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee the Optionee acquires to meet the withholding and payment on account obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stockshares, provided that the Company Group only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee the Optionee shall pay to the Company or the Employer Group any amount of Tax-Related Items that the Company or the Employer Group may be required to withhold as a result of Awardeethe Optionee’s participation in the Plan or Awardeethe Optionee’s acquisition purchase of shares of Common Stock that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares of Common Stock if Awardee the Optionee fails to comply with Awardeethe Optionee’s obligations in connection with the Tax-Related Items as described in this section. Any taxes payable on the transfer of securities or any other taxes payable in connection with the grant of the Options shall be paid by the Optionee, and none of the Company Group shall have any responsibility to the Optionee for any such amounts.

Responsibility for Taxes. Regardless of any action the Company Micro or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax tax, payment on account or other tax-related withholding items related to Awardee’s participation in the Plan and legally applicable to Awardee or deemed by Micro or the Employer to be an appropriate charge to Awardee even if technically due by Micro or the Employer (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and may exceed the amount actually withheld by Micro or the Employer. Awardee further acknowledges that the Company Micro and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Award, including the grant and grant, vesting or settlement of the Restricted Stock Award, the issuance of Shares upon settlement of the Restricted Stock Award, the subsequent sale of shares of Common Stock Shares acquired pursuant to the Restricted Stock Award and the receipt of any dividends or other distributions, if any; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Award to reduce or eliminate Awardee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if Awardee authorizes has become subject to tax in more than one jurisdiction between the Company date of grant and the date of any relevant taxable event, Awardee acknowledges that Micro and/or the Employer to(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, Awardee will pay or make adequate arrangements satisfactory to Micro and/or the sole discretion of the Company Employer to satisfy all Tax-Related Items. In this regard, if permissible under local law, Awardee authorizes Micro and/or the Employer, withhold or their respective agents, at their sole discretion and pursuant to such procedures as they may specify from time to time, to satisfy the obligations with regard to all applicable Tax-Related Items legally payable by Awardee one or a combination of the following: (1) withholding from Awardee’s wages or other cash compensation paid to Awardee by the Company Micro and/or the Employer, within legal limits, or ; (2) withholding from proceeds of the sale of shares of Common StockShares acquired pursuant to the Restricted Stock Award; either through a voluntary sale or mandatory sale arranged by Micro (on Awardee’s behalf pursuant to this authorization); or (3) withholding in Shares acquired pursuant to the Restricted Stock Award. AlternativelyTo avoid negative accounting treatment, Micro may withhold or in addition, if permissible under local law, account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Company may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related ItemsItems is satisfied by withholding in Shares as described herein, and/or (2) withhold for tax purposes, Awardee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Awardee’s participation in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amountPlan. Finally, Awardee shall will pay to the Company Micro or the Employer any amount of Tax-Related Items that the Company Micro or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock Shares that cannot be satisfied by the means previously described. The Company Micro may refuse to issue or deliver the shares Shares or the proceeds of Common Stock the sale of Shares if Awardee fails to comply with Awardee’s his or her obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless of any action that the Company or Awardee’s employer or, if different, the Affiliate which employs the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, fringe benefits tax, payroll tax tax, payment on account, or other tax-related withholding items related to the Grantee’s participation in the Plan and legally applicable or deemed applicable to him or her (the “Tax-Related Items”), Awardee the Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardeethe Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Grantee further acknowledges that the Company and/or the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock AwardUnits, including including, without limitation, the grant and vesting grant, vesting, or settlement of the Restricted Stock AwardUnits, the issuance of shares of Stock upon settlement, the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award such issuance, and the receipt of any dividends or other distributions, if anydividends; and (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Award Units to reduce or eliminate Awardeethe Grantee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Awardee authorizes The Grantee shall not make any claim against the Company or its Board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Grantee has become subject to tax in more than one jurisdiction, the Grantee acknowledges that the Company and/or the Employer to(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 sole discretion of Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Employer, withhold or their respective agents, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items legally payable by Awardee from Awardee’s wages one or other cash compensation paid to Awardee by the Company and/or the Employer, within legal limits, or from proceeds a combination of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, the Company may in its sole discretion (1) sell or arrange following: 2 Include for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described. The Company may refuse to deliver the shares of Common Stock if Awardee fails to comply execs with Awardee’s obligations in connection with the Tax-Related Items as described in this sectionexecutive agreements.

Responsibility for Taxes. Regardless of any action the Company Micro or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax tax, payment on account or other tax-related withholding items related to Awardee’s participation in the Plan and legally applicable to Awardee or deemed by Micro or the Employer to be an appropriate charge to Awardee even if technically due by Micro or the Employer (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and may exceed the amount actually withheld by Micro or the Employer. Awardee further acknowledges that the Company Micro and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Award, including including, but not limited to, the grant and or vesting of the Restricted Stock Award, the lapse of any Restrictions applicable to the Restricted Stock Award, the subsequent sale of shares of Common Stock Shares acquired pursuant to the Restricted Stock Award and the receipt of any dividends or other distributions, if any; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Award to reduce or eliminate Awardee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if Awardee authorizes has become subject to tax in more than one jurisdiction between the Company date of grant and the date of any relevant taxable or tax withholding event, as applicable, Awardee acknowledges that Micro and/or the Employer to(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, Awardee will pay or make adequate arrangements satisfactory to Micro and/or the sole discretion of the Company Employer to satisfy all Tax-Related Items. In this regard, Awardee authorizes Micro and/or the Employer, withhold or their respective agents, at their sole discretion and pursuant to such procedures as they may specify from time to time, to satisfy the obligations with regard to all applicable Tax-Related Items legally payable by Awardee one or a combination of the following: (1) withholding from Awardee’s wages or other cash compensation paid to Awardee by the Company Micro and/or the Employer, within legal limits, or ; (2) withholding from proceeds of the sale of shares of Common StockShares acquired pursuant to the Restricted Stock Award, either through a voluntary sale or mandatory sale arranged by Micro (on Awardee’s behalf pursuant to this authorization); or (3) withholding in Shares acquired pursuant to the Restricted Stock Award. AlternativelyTo avoid negative accounting treatment, Micro may withhold or in addition, if permissible under local law, account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Company may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related ItemsItems is satisfied by withholding in Shares as described herein, and/or (2) withhold for tax purposes, Awardee is deemed to have vested in shares the full number of Common StockShares subject to the Restricted Stock Award, provided notwithstanding that a number of the Company only withholds Shares are held back solely for the amount purpose of shares paying the Tax-Related Items due as a result of Common Stock necessary to satisfy any aspect of Awardee’s participation in the minimum withholding amountPlan. Finally, Awardee shall will pay to the Company Micro or the Employer any amount of Tax-Related Items that the Company Micro or the Employer may be required to withhold or account for as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock Shares that cannot be satisfied by the means previously described. The Company Micro may refuse to deliver the shares Shares or the proceeds of Common Stock the sale of Shares if Awardee fails to comply with Awardee’s his or her obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless of By accepting this grant, the Grantee hereby irrevocably elects to satisfy any action taxes and social insurance contribution withholding required to be withheld by the Company or Awardee’s employer any of its Subsidiaries on the date of grant or vesting of the PRSUs or delivery or sale of any Shares hereunder or on any earlier date on which such taxes or social contribution withholding may be due (the “EmployerTax Liability”) takes by authorizing the Company or any of its Subsidiaries to withhold a sufficient number of Shares or cash in lieu thereof from the Grantee’s wages or other compensation to fully satisfy the Tax Liability. Furthermore, the Grantee agrees to pay the Company or any of its Subsidiaries any amount of the Tax Liability that cannot be satisfied through one of the foregoing methods. Notwithstanding the preceding sentence, if, on the applicable Settlement Date or on any earlier date on which such Tax Liability may be due, the delivery of Shares is not made because of U.S. Internal Revenue Code Section 409A requirements (or, for those Grantees eligible, because the Grantee elects, pursuant to the Company’s Deferred Compensation Plan, to defer the delivery of Shares payable hereunder) or for some other reason, the Grantee hereby irrevocably elects to satisfy the Tax Liability due on the applicable Settlement Date or on any earlier date on which such taxes may be due with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (such Shares for which delivery is being deferred by delivering cash to the “Tax-Related Items”), Awardee Company in an amount sufficient to fully satisfy the Tax Liability. The Grantee acknowledges and agrees that the ultimate liability responsibility for all Tax-Related Items legally due by Awardee the Tax Liability is and remains Awardee’s responsibility and that with the Grantee. The Grantee further acknowledges that: (a) the Company and/or the Employer (1) and its Subsidiaries make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of Tax Liability; (b) the Stock Award, including the grant Company and vesting of the Stock Award, the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award and the receipt of any dividends or other distributions, if any; and (2) its Subsidiaries do not commit to structure the terms of the grant or any other aspect of the Stock Award PRSUs to reduce or eliminate Awardee’s liability for Tax-Related Items. Awardee authorizes the Company and/or Tax Liability; and (c) the Employer to, in Grantee should consult a tax adviser regarding the sole discretion of the Company and/or the Employer, withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s wages or other cash compensation paid to Awardee by the Company and/or the Employer, within legal limits, or from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, the Company may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described. The Company may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this sectionTax Liability.

Responsibility for Taxes. (a) Regardless of any action the Company or Awardee’s employer (the “Employer”) takes with respect to any or all income taxtax (including federal, state and local taxes), social insurancesecurity, payroll tax or other tax-related withholding (the “Tax-Tax Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Tax Related Items legally due by Awardee is and remains Awardee’s responsibility and that the Company and/or the Employer (1i) make makes no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the Stock AwardSUAs, including the grant and vesting of the Stock AwardSUAs, the satisfaction of Performance Criteria of SUAs, the conversion of the SUAs into shares of Common Stock, the subsequent sale of any shares of Common Stock acquired pursuant to the Stock Award and the receipt of any dividends or other distributions, if anydividends; and (2ii) do does not commit to structure the terms of the grant or any aspect of the Stock Award SUAs to reduce or eliminate the Awardee’s liability for Tax-Tax Related Items. Prior to the issuance of shares of Common Stock upon satisfaction of Performance Criteria, Awardee shall pay, or make adequate arrangements satisfactory to the Company (in its sole discretion) to satisfy all withholding obligations of the Company. In this regard, Awardee authorizes the Company and/or the Employer to, in the sole discretion of the Company and/or the Employer, to withhold all applicable Tax-Tax Related Items legally payable by Awardee from Awardee’s wages or other cash compensation paid payable to Awardee by the Company and/or the Employer, within legal limits, or from proceeds of the sale of shares of Common StockCompany. Alternatively, or in addition, if permissible under local applicable law, the Company may may, in its sole discretion discretion, (1i) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet be issued to satisfy the withholding obligation for Tax-Related Itemsobligation, and/or (2ii) withhold in shares of Common Stock, provided that the Company shall withhold only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee shall pay to the Company or the Employer any amount of Tax-Tax Related Items that the Company or the Employer may be required to withhold as a result of Awardee’s participation in receipt of SUAs, or the Plan or Awardee’s acquisition conversion of SUAs to shares of Common Stock that cannot be satisfied by the means previously described. Except where applicable legal or regulatory provisions prohibit, the standard process for the payment of an Awardee’s Tax Related Items shall be for the Company to withhold in shares of Common Stock only to the amount of shares necessary to satisfy the minimum withholding amount. The Company may refuse to deliver the shares of Common Stock to Awardee if Awardee fails to comply with Awardee’s obligations obligation in connection with the Tax-Tax Related Items as described in this sectionherein.

Responsibility for Taxes. Regardless of any action the Company Micro or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax tax, payment on account or other tax-related withholding items related to Awardee’s participation in the Plan and legally applicable to Awardee or deemed by Micro or the Employer to be an appropriate charge to Awardee even if technically due by Micro or the Employer (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and may exceed the amount actually withheld by Micro or the Employer. Awardee further acknowledges that the Company Micro and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Unit Award, including including, but not limited to, the grant and grant, vesting or settlement of the Restricted Stock Unit Award, the issuance of Shares upon settlement of the Restricted Stock Unit Award, the subsequent sale of shares of Common Stock Shares acquired pursuant to the Restricted Stock Unit Award and the receipt of any dividends or other distributions, if any; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Unit Award to reduce or eliminate Awardee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if Awardee authorizes has become subject to tax in more than one jurisdiction between the Company date of grant and the date of any relevant taxable or tax withholding event, as applicable, Awardee acknowledges that Micro and/or the Employer to(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, Awardee will pay or make adequate arrangements satisfactory to Micro and/or the sole discretion of the Company Employer to satisfy all Tax-Related Items. In this regard, if permissible under local law, Awardee authorizes Micro and/or the Employer, withhold or their respective agents, at their sole discretion and pursuant to such procedures as they may specify from time to time, to satisfy the obligations with regard to all applicable Tax-Related Items legally payable by Awardee one or a combination of the following: (1) withholding from Awardee’s wages or other cash compensation paid to Awardee by the Company Micro and/or the Employer, within legal limits, or ; (2) withholding from proceeds of the sale of shares of Common StockShares acquired pursuant to the Restricted Stock Unit Award, either through a voluntary sale or mandatory sale arranged by Micro (on Awardee’s behalf pursuant to this authorization); or (3) withholding in Shares acquired pursuant to the Restricted Stock Unit Award. AlternativelyTo avoid negative accounting treatment, Micro may withhold or in addition, if permissible under local law, account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Company may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related ItemsItems is satisfied by withholding in Shares as described herein, and/or (2) withhold for tax purposes, Awardee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Unit Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Awardee’s participation in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amountPlan. Finally, Awardee shall will pay to the Company Micro or the Employer any amount of Tax-Related Items that the Company Micro or the Employer may be required to withhold or account for as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described. The Company Awardee acknowledges and agrees that should the amount of withholding for Tax-Related Items be in excess of the actual tax due, Micro and/or the Employer will refund the excess amount to him or her as soon as administratively practicable and without any interest. Micro may refuse to issue or deliver the shares Shares or the proceeds of Common Stock the sale of Shares if Awardee fails to comply with Awardee’s his or her obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Optionee, unless and until satisfactory arrangements (as determined by the Company) will have been made by Optionee with respect to the payment of income, employment, social insurance, National Insurance Contributions, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Optionee’s participation in the Plan and legally applicable to Optionee including, without limitation, in connection with the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired under the Plan and/or the receipt of any action dividends on such Shares which the Company determines must be withheld (“Tax-Related Items”). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax-Related Items by reducing the number of Shares otherwise deliverable to Optionee. If Optionee fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time of the Option exercise, Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercise. Optionee authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Optionee from his or Awardeeher wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of Shares. Further, if Optionee is subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Optionee acknowledges and agrees that the Company and/or Optionee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (the “Tax-Related Items”), Awardee or former employer, as applicable, may be required to withhold or account for tax in more than one jurisdiction. Regardless of any action of the Company or the Employer, Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains AwardeeOptionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Optionee further acknowledges that the Company and/or and the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Award, including the grant and vesting of the Stock Award, the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award and the receipt of any dividends or other distributions, if anyOption; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Stock Award Option to reduce or eliminate AwardeeOptionee’s liability for Tax-Related Items. Awardee authorizes the Company and/or the Employer to, in the sole discretion of the Company and/or the Employer, withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s wages or other cash compensation paid to Awardee by the Company and/or the Employer, within legal limits, or from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, the Company may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee shall pay to the Company or the Employer achieve any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described. The Company may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this sectionparticular tax result.

Responsibility for Taxes. Regardless of any action the Company or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Award, including the grant and vesting of the Stock Award, the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award and the receipt of any dividends or other distributions, if any; and (2) do not commit to structure the terms of the grant or any aspect of the Stock Award to reduce or eliminate Awardee’s liability for Tax-Related Items. Awardee authorizes the Company and/or the Employer to, in the sole discretion of the Company and/or the Employer, withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s wages or other cash compensation paid to Awardee by the Company and/or the Employer, within legal limits, or from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, the Company may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires pursuant to this Stock Award to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common StockStock otherwise payable pursuant to this Stock Award, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock pursuant to this Stock Award that canis not be satisfied by the means previously described. The Company may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this section. Section 8.

Responsibility for Taxes. Regardless Grantee acknowledges that, regardless of any action the Company and/or the Parent or Awardee’s employer Subsidiary employing Grantee (the “Employer”) takes take with respect to any or all income taxtax (including federal, state, and/or local taxes), social insurance, fringe benefit tax, payroll tax tax, payment on account or other tax-related withholding items related to Grantee’s participation in the Plan and legally applicable to Grantee or deemed by the Company or the Employer in their reasonable discretion to be an appropriate charge to Grantee even if legally applicable to the Company or Employer (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Tax- Related Items legally due by Awardee Grantee is and remains AwardeeGrantee’s responsibility and may exceed the amount actually withheld by the Company or Employer. Grantee further acknowledges that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock AwardUnits, including the grant and of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock AwardUnits, the subsequent sale of shares of Common Stock any Shares acquired pursuant to the Stock Award at settlement and the receipt of any dividends or other distributions, if anydividends; and (2ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Award Units to reduce or eliminate Awardeethe Grantee’s liability for Tax-Related Items. Awardee authorizes Further, if Grantee is subject to Tax-Related Items in more than one jurisdiction, Grantee acknowledges that the Company and/or the Employer to(or former employer, in the sole discretion of the Company and/or the Employer, as applicable) may be required to withhold all applicable or account for Tax-Related Items legally payable in more than one jurisdiction. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by Awardee the Administrator) will have been made by Grantee with respect to the payment of all Tax- Related Items which the Company determines must be withheld with respect to the Restricted Stock Units. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from Awardeetime to time, may require Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee’s wages or other cash compensation paid to Awardee Grantee by the Company and/or the Employer, within legal limits, (c) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Grantee’s behalf and at his or from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (1whether through a broker or otherwise), or (d) sell or arrange for have the sale Company withhold otherwise deliverable Shares, provided, however, that if Grantee is a Section 16 officer of shares the Company under the Exchange Act, then the Administrator shall establish the method of Common Stock that Awardee acquires withholding from alternatives (a)-(d) herein and, if the Administrator does not exercise its discretion prior to meet the Tax-Related Items withholding event, then Grantee shall be entitled to elect the method of withholding from the alternatives above. Depending on the withholding method, the Company may withhold or account for Tax- Related Items by considering applicable minimum statutory rates or other applicable withholding rates, including maximum applicable rates, in which case Grantee 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 ItemsItems is satisfied by withholding in Shares, and/or (2) withhold in shares Grantee is deemed to have been issued the full number of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee shall pay Shares subject to the Company or vested Restricted Stock Units, notwithstanding that a number of the Employer any amount Shares are held back solely for the purpose of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described. The Company may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s obligations in connection with paying the Tax-Related Items due as described in this sectiona result of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Company.

Responsibility for Taxes. Regardless of any action the Company or AwardeeGrantee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax tax, payment on account or other tax-related withholding (the “Tax-Related Items”), Awardee Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee him or her is and remains AwardeeGrantee’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardRSUs grant, including the grant and vesting of the Stock Awardgrant, vesting, the subsequent sale of shares of Common Stock Shares acquired pursuant to the Stock Award vesting and the receipt of any dividends or other distributions, dividend equivalents (if any); and (2) do not commit to structure the terms of the grant or any aspect of the Stock Award RSU to reduce or eliminate AwardeeGrantee’s liability for Tax-Related Items. Awardee Prior to vesting of the RSU, Grantee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Grantee authorizes the Company and/or the Employer to, in the sole discretion of the Company and/or the Employer, to withhold all applicable Tax-Related Items legally payable by Awardee Grantee from AwardeeGrantee’s wages or other cash compensation paid to Awardee him or her by the Company and/or the Employer, within legal limits, Employer or from proceeds of the sale of shares of Common Stockthe Shares. Alternatively, or in addition, if permissible under local law, the Company may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock Shares that Awardee Grantee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common StockShares, provided that the Company only withholds the amount of shares of Common Stock Shares necessary to satisfy the minimum withholding amount. Finally, Awardee Grantee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of AwardeeGrantee’s participation in the Plan or AwardeeGrantee’s acquisition purchase of shares of Common Stock Shares that cannot be satisfied by the means previously described. The Company may refuse to deliver the shares of Common Stock Shares if Awardee Grantee fails to comply with Awardee’s his or her obligations in connection with the Tax-Related Items as described in this section.

Responsibility for Taxes. Regardless of any action the Company Micro or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax tax, payment on account or other tax-related withholding items related to Awardee’s participation in the Plan and legally applicable to Awardee: or deemed by Micro or the Employer to be an appropriate charge to Awardee even if technically due by Micro or the Employer (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and may exceed the amount actually withheld by Micro or the Employer. Awardee further acknowledges that the Company Micro and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Unit Award, including the grant and grant, vesting or settlement of the Restricted Stock Unit Award, the issuance of Shares upon settlement of the Restricted Stock Unit Award, the subsequent sale of shares of Common Stock Shares acquired pursuant to the Restricted Stock Unit Award and the receipt of any dividends or other distributions, if any; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Unit Award to reduce or eliminate Awardee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if Awardee authorizes has become subject to tax in more than one jurisdiction between the Company date of grant and the date of any relevant taxable event, Awardee acknowledges that Micro and/or the Employer to(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, Awardee will pay or make adequate arrangements satisfactory to Micro and/or the sole discretion of the Company Employer to satisfy all Tax-Related Items. In this regard, if permissible under local law, Awardee authorizes Micro and/or the Employer, withhold or their respective agents, at their sole discretion and pursuant to such procedures as they may specify from time to time, to satisfy the obligations with regard to all applicable Tax-Related Items legally payable by Awardee one or a combination of the following: (1) withholding from Awardee’s wages or other cash compensation paid to Awardee by the Company Micro and/or the Employer, within legal limits, or ; (2) withholding from proceeds of the sale of shares of Common StockShares acquired pursuant to the Restricted Stock Unit Award; either through a voluntary sale or mandatory sale arranged by Micro (on Awardee’s behalf pursuant to this authorization); or (3) withholding in Shares acquired pursuant to the Restricted Stock Unit Award. AlternativelyTo avoid negative accounting treatment, Micro may withhold or in addition, if permissible under local law, account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Company may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related ItemsItems is satisfied by withholding in Shares as described herein, and/or (2) withhold for tax purposes, Awardee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Unit Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Awardee’s participation in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amountPlan. Finally, Awardee shall will pay to the Company Micro or the Employer any amount of Tax-Related Items that the Company Micro or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock Shares that cannot be satisfied by the means previously described. The Company Awardee acknowledges and agrees that should the amount of withholding for Tax-Related Items be in excess of the actual tax due, Micro and/or the Employer will refund the excess amount to him or her as soon as administratively practicable and without any interest. Micro may refuse to issue or deliver the shares Shares or the proceeds of Common Stock the sale of Shares if Awardee fails to comply with Awardee’s his or her obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless of The ultimate liability for any action the Company or Awardee’s employer (the “Employer”) takes with respect to any or and all income tax, social insurance, insurance and payroll tax or other tax-related withholding legally payable by an employee under applicable law (the “Taxincluding without limitation laws of foreign jurisdictions)(“Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee ) is and remains AwardeeGrantee’s responsibility and that liability and the Company and/or the Employer Corporation (1a) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Award, including the grant and or vesting of the Stock Award, Award and the subsequent sale of the shares of Common Stock acquired pursuant subject to the Stock Award and the receipt of any dividends or other distributions, if anyAward; and (2b) do does not commit to structure the terms of the grant or any aspect of the Stock Award to reduce or eliminate AwardeeGrantee’s liability for Tax-Related Items. Awardee authorizes Upon the Company and/or granting of a Stock Unit Awards or the Employer to, in the sole discretion vesting of shares of the Company Common Stock in respect of the Stock Unit Awards, the Corporation (or the Subsidiary last employing the Grantee) shall have the right at its option to (a) require the Grantee to pay or provide for payment in cash of the amount of any taxes that the Corporation or the Subsidiary may be required to withhold with respect to such payment and/or the Employer, withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s wages or other cash compensation paid to Awardee by the Company and/or the Employer, within legal limitsdistribution, or (b) deduct from proceeds any amount payable to the Grantee the amount of any taxes which the sale Corporation or the Subsidiary may be required to withhold with respect to such payment and/or distribution. In any case where a tax is required to be withheld in connection with Stock Unit Awards or the delivery of shares of Common StockStock under this Stock Unit Award Agreement, the Administrator may, in its sole discretion, direct the Corporation or the Subsidiary to reduce the number of Stock Unit Awards or shares to be delivered by (or otherwise reacquire) the appropriate number of whole shares, valued at their then fair market value (with the “fair market value” of such shares determined in accordance with the applicable provisions of the Plan), to satisfy such withholding obligation at the minimum applicable withholding rates. Alternatively, or in addition, if permissible under local law, the Company Corporation may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires Grantee is due to acquire to meet the minimum withholding obligation obligations for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee Grantee shall pay to the Company or the Employer Corporation any amount of any Tax-Related Items that the Company or the Employer Corporation may be required to withhold as a result of AwardeeGrantee’s participation in the Plan or AwardeeGrantee’s acquisition purchase of shares of Common Stock that cannot be satisfied by the means previously described. The Company may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this section.

Responsibility for Taxes. Regardless The following provision supplements Section 4 of the Restricted Stock Unit Award Agreement for Non-Employee Directors. The Grantee acknowledges that, regardless of any action taken by the Company or Awardee’s employer (Company, the “Employer”) takes with respect to any or ultimate liability for all income tax, social insurance, payroll tax tax, fringe benefit tax, payment on account or other tax-related withholding items related to the Grantee's participation in the Plan and legally applicable to the Grantee (the “Tax-Related Items”), Awardee ) is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company. The Grantee further acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and that the Company and/or the Employer (1a) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock AwardUnits, including including, but not limited to, the grant and or vesting of the Restricted Stock Award, Units and the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award such vesting and the receipt of any dividends or other distributions, if anyand/or dividend equivalents; and (2b) do does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Award Units to reduce or eliminate Awardeethe Grantee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Awardee authorizes Further, if the Company and/or the Employer to, in the sole discretion of the Company and/or the Employer, withhold all applicable Grantee is subject to Tax-Related Items legally payable in more than one jurisdiction, the Grantee acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction and may seek evidence from the Grantee of residency for purposes of operating such withholding or payment on account. The Company shall not be responsible for withholding any Tax-Related Items, unless required by Awardee applicable law. The Company may take such action as it deems appropriate to ensure that all Tax-Related Items are withheld or collected from Awardeethe Grantee, if and to the extent required by applicable law. In this regard, the Company will have the power and the right to require the Grantee to remit to the Company, the amount necessary to satisfy the Tax-Related Items. Notwithstanding the foregoing, unless otherwise determined by the Administrator, any obligations to pay Tax-Related Items will be met by having the Company withhold a number of shares of Stock from the total number of shares of Stock otherwise issuable to the Grantee upon the relevant taxable or tax withholding event, as ​ ​ applicable. In the event that withholding in shares of Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, the Grantee authorizes the Company, or its respective agents, at the Company’s wages discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring the Grantee to make a payment in a form acceptable to the Company; (ii) withholding from the Grantee’s Director fees or other cash compensation paid to Awardee the Grantee by the Company and/or the Employer, within legal limits, or Company; (iii) withholding from proceeds of the sale of shares of Common StockStock acquired upon vesting/settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iv) any other method of withholding determined by the Company and to the extent required by applicable law or the Plan, approved by the Administrator. Alternatively, or in addition, if permissible under local lawDepending on the withholding method, the Company may withhold or account for Tax-Related Items by considering maximum applicable rates, in its sole discretion (1) sell which case the Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. ​ The Company may refuse to issue or arrange for deliver the shares of Stock or the proceeds of the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that if the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described. The Company may refuse to deliver the shares of Common Stock if Awardee Grantee fails to comply with Awardeethe Grantee’s obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless Awardee acknowledges that, regardless of any action taken by the Company or Awardee’s employer (Employer, the “Employer”) takes with respect to any or ultimate liability for all income tax, social insurance, payroll tax tax, payment on account or other tax-related withholding items related to Awardee’s participation in the Plan and legally applicable to Awardee or deemed by the Employer to be an appropriate charge to Awardee even if technically due by the Employer (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and may exceed the amount actually withheld by the Employer. Awardee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Award, including including, but not limited to, the grant and or vesting of the Restricted Stock Award, the lapse of any Restrictions applicable to the Restricted Stock Award, the subsequent sale of shares of Common Stock Shares acquired pursuant to the Restricted Stock Award and the receipt of any dividends or other distributions, if any; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Award to reduce or eliminate Awardee’s liability for Tax-Related Items or achieve any particular tax result. Further, if Awardee is subject to Tax-Related Items in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, Awardee acknowledges that 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, Awardee agrees to make adequate arrangements satisfactory to the Employer to satisfy all Tax-Related Items. In this regard, Awardee authorizes the Company and/or the Employer toEmployer, in the or their respective agents, at their sole discretion of and pursuant to such procedures as they may specify from time to time, to satisfy the Company and/or the Employer, withhold obligations with regard to all applicable Tax-Related Items legally payable by Awardee one or a combination of the following: (1) withholding from Awardee’s wages or other cash compensation paid to Awardee by the Company and/or the Employer, within legal limits, or ; (2) withholding from proceeds of the sale of shares of Common StockShares acquired pursuant to the Restricted Stock Award, either through a voluntary sale or mandatory sale arranged by Micro (on Awardee’s behalf pursuant to this authorization without further consent); or (3) withholding in Shares acquired pursuant to the Restricted Stock Award. Alternatively, or in addition, if permissible under local lawDepending on the withholding method, the Company Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in its sole discretion (1) sell or arrange for which case Awardee will receive a refund of any over-withheld amount in cash and will have no entitlement to the sale of shares of Common Stock that Awardee acquires to meet equivalent. If the withholding obligation for Tax-Related Items is satisfied by withholding in Shares as described herein, for tax purposes, Awardee is deemed to have vested in the full number of Shares subject to the Restricted Stock Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee shall will pay to the Company or 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 Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock Shares that cannot be satisfied by the means previously described. The Company Micro may refuse to deliver the shares Shares or the proceeds of Common Stock the sale of Shares if Awardee fails to comply with Awardee’s his or her obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless Awardee acknowledges that, regardless of any action taken by the Company or Awardee’s employer (Employer, the “Employer”) takes with respect to any or ultimate liability for all income tax, social insurance, payroll tax tax, payment on account or other tax-related withholding items related to Awardee’s participation in the Plan and legally applicable to Awardee or deemed by the Employer to be an appropriate charge to Awardee even if technically due by the Employer (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and may exceed the amount actually withheld by the Employer. Awardee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Unit Award, including including, but not limited to, the grant and grant, vesting or settlement of the Restricted Stock Unit Award, the issuance of Shares upon settlement of the Restricted Stock Unit Award, the subsequent sale of shares of Common Stock Shares acquired pursuant to the Restricted Stock Unit Award and the receipt of any dividends or other distributions, if any; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Unit Award to reduce or eliminate Awardee’s liability for Tax-Related Items or achieve any particular tax result. Further, if Awardee is subject to Tax-Related Items in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, Awardee acknowledges that 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, Awardee agrees to make adequate arrangements satisfactory to the Employer to satisfy all Tax-Related Items. In this regard, Awardee authorizes the Company and/or the Employer toEmployer, in the or their respective agents, at their sole discretion of and pursuant to such procedures as they may specify from time to time, to satisfy the Company and/or the Employer, withhold obligations with regard to all applicable Tax-Related Items legally payable by Awardee one or a combination of the following: (1) withholding from Awardee’s wages or other cash compensation paid to Awardee by the Company and/or the Employer, within legal limits, or ; (2) withholding from proceeds of the sale of shares of Common StockShares acquired pursuant to the Restricted Stock Unit Award, either through a voluntary sale or mandatory sale arranged by Micro (on Awardee’s behalf pursuant to this authorization without further consent); or (3) withholding in Shares acquired pursuant to the Restricted Stock Unit Award. Alternatively, or in addition, if permissible under local lawDepending on the withholding method, the Company Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in its sole discretion (1) sell or arrange for which case Awardee will receive a refund of any over-withheld amount in cash and will have no entitlement to the sale of shares of Common Stock that Awardee acquires to meet equivalent. If the withholding obligation for Tax-Related Items is satisfied by withholding in Shares as described herein, for tax purposes, Awardee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Unit Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee shall will pay to the Company or 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 Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock Shares that cannot be satisfied by the means previously described. The Company Micro may refuse to issue or deliver the shares Shares or the proceeds of Common Stock the sale of Shares if Awardee fails to comply with Awardee’s his or her obligations in connection with the Tax-Related Items as described in this sectionItems.

Responsibility for Taxes. Regardless Circuit City, FNANB, DCFI and any successors-in-interest thereto, shall be liable for and pay, and pursuant to Article IX defend, protect, indemnify and hold the Purchaser Indemnified Parties harmless of and from all losses from Taxes (i) applicable to the Sellers or any action the Company of their Affiliates, (ii) applicable, arising from or Awardee’s employer (the “Employer”) takes with respect relating to any Retained Assets or Retained Liabilities, for any period of time, (iii) applicable to the Credit Card Business or the Purchased Assets attributable to taxable years or periods, or portions thereof, ending on or prior to the Closing Date including all income tax, social insurance, payroll tax or other tax-related withholding (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect Taxes of the Stock Award, including the grant and vesting of the Stock Award, the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award and the receipt of any dividends Sellers or other distributions, if any; and (2) do not commit to structure the terms of the grant or any aspect of the Stock Award to reduce or eliminate Awardee’s liability for Tax-Related Items. Awardee authorizes the Company and/or the Employer to, in the sole discretion of the Company and/or the Employer, withhold all applicable Tax-Related Items legally payable by Awardee Affiliates thereof resulting from Awardee’s wages or other cash compensation paid to Awardee by the Company and/or the Employer, within legal limits, or from proceeds of the sale of shares the Credit Card Business and the Purchased Assets, and (iv) any sales Tax, use Tax, transfer Tax, documentary stamp Tax or similar Tax attributable to the sale or transfer of Common Stockthe Purchased Assets to Purchaser. AlternativelyPurchaser and any successors-in-interest thereto shall be liable for and pay, and pursuant to Article IX shall defend, protect, indemnify and hold Seller Indemnified Parties harmless of and from all losses for Taxes applicable to the Purchased Assets and the Assumed Liabilities attributable to taxable years or periods, or in additionportions thereof, beginning after the Closing Date. For the taxable years or periods, beginning before and ending after the Closing Date, for purposes of this Agreement, Taxes attributable to a portion of a taxable year or period shall be determined on a "closing of the books" basis as of the Closing Date (rather than, for example, allocating Taxes for a taxable year or period to such portion on a pro rata basis) as if permissible under local lawsuch period ending on the Closing Date constituted a taxable year or period, the Company may in its sole discretion except that Taxes imposed on a periodic basis (1such as property taxes) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as allocated on a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described. The Company may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this sectiondaily basis.

Responsibility for Taxes. Regardless of any action the Company Micro or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax tax, payment on account or other tax-related withholding (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and that the Company Micro and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Unit Award, including the grant and vesting of the Restricted Stock Unit Award, the delivery of shares of Common Stock, the subsequent sale of shares of Common Stock acquired pursuant to the Restricted Stock Unit Award and the receipt of any dividends or other distributions, if any; and (2) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Unit Award to reduce or eliminate Awardee’s liability for Tax-Related Items. Prior to a taxable event, Awardee authorizes the Company shall pay or make adequate arrangements satisfactory to Micro and/or the Employer toto satisfy all Tax-Related Items withholding and payment on account obligations of Micro and/or the Employer. In this regard, in the sole discretion of the Company if permissible under local law, Awardee authorizes Micro and/or the Employer, withhold at their sole discretion and pursuant to such procedures as they may specify from time to time, to satisfy the obligations with regard to all applicable Tax-Related Items legally payable by Awardee one or a combination of the following: (1) withholding from Awardee’s wages or other cash compensation paid to Awardee by the Company Micro and/or the Employer, within legal limits, or ; (2) withholding from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, Stock acquired pursuant to the Company may in its sole discretion Restricted Stock Unit Award; (13) sell or arrange arranging for the sale of shares of Common Stock that Awardee acquires acquired pursuant to meet the Restricted Stock Unit Award (on Awardee’s behalf and at Awardee’s discretion pursuant to this authorization); or (4) withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that the Company Micro only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. If the obligation for Awardee’s Tax-Related Items is satisfied by withholding a number of shares of Common Stock as described herein, Awardee is deemed to have been issued the full number of shares of Common Stock subject to the Restricted Stock Unit Award, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of this Restricted Stock Unit Award. Finally, Awardee shall will pay to the Company Micro or the Employer any amount of Tax-Related Items that the Company Micro or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described. The Company Awardee acknowledges and agrees that should the amount of withholding for Tax-Related Items be in excess of the actual tax due, Micro and/or the Employer will refund the excess amount to him or her as soon as administratively practicable and without any interest. Micro may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s his or her obligations in connection with the Tax-Related Items as described in this section.