Common use of Responsibility for Taxes Clause in Contracts

Responsibility for Taxes. The following provisions supplement Section 7 of the Agreement: If payment or withholding of income taxes is not made within ninety (90) days of the end of the tax year in which the income tax liability arises, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Recipient to the Employer, effective on the Due Date. The Recipient understands and agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable by the Recipient, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 of the Agreement. Notwithstanding the foregoing, if the Recipient is a director or an executive officer (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the Recipient will not be eligible for such a loan to cover the uncollected income tax. In the event that the Recipient is a director or executive officer and the income tax is not collected from or paid by the Recipient by the Due Date, the Recipient understands that the amount of any uncollected income tax may constitute a benefit to the Recipient on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriate) for the value of any employee NICs due on this additional benefit, which the Company and/or the Employer may recover from the Recipient by any of the means referred to in Section 7 of the Agreement. Notifications

Responsibility for Taxes. The following provisions supplement Section 7 6 of the Agreement: If payment or withholding of the income taxes tax due in connection with the Award is not made within ninety (90) days of the end of the tax year in which any event giving rise to the income tax liability arises, occurs or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and XxxxxxxxPensions) Xxx 0000 Act 2003 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Recipient Grantee to the Employer, effective on the Due Date. The Recipient understands and Grantee agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”), it ) and will be immediately due and repayable by the RecipientGrantee, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 6 of the AgreementAgreement or otherwise permitted under the Plan. The Grantee authorizes the Company to delay the issuance of any Shares unless and until the loan is repaid in full. Notwithstanding the foregoing, if the Recipient Grantee is a director or an executive officer or director (as within the meaning of Section section 13(k) of the U.S. Securities Exchange Act of 1934, as amendedAct), the Recipient will Grantee shall not be eligible for such a loan to cover the uncollected income taxtax due as described above. In the event that the Recipient Grantee is a director or an executive officer or director and the income tax is Tax-Related Items are not collected from or paid by the Recipient Grantee by the Due Date, the Recipient understands that the amount of any uncollected income tax Tax-Related Items may constitute a benefit to the Recipient Grantee on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient the Grantee acknowledges that the Grantee ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriateapplicable) for the value of any employee NICs national insurance contribution due on this additional benefit, which . The Grantee further acknowledges that the Company and/or or the Employer may recover such amounts from the Recipient Grantee by any of the means referred to in Section 7 6 of the Agreement. Notifications, or otherwise permitted under the Plan.

Responsibility for Taxes. The following provisions supplement Section 7 This provision supplements the Responsibility for Taxes section of the Award Agreement: If payment or withholding of income taxes the Tax-Related Items (including the Employer’s Liability, as defined below) is not made within ninety (90) 90 days of the end of event giving rise to the tax year in which Tax-Related Items (the income tax liability arises, “Due Date”) or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”)0000, the amount of any uncollected income tax shall Tax-Related Items will constitute a loan owed by the Recipient Awardee to the Employer, effective on the Due Date. The Recipient understands and Awardee agrees that the loan will bear interest at the then-current official rate Official Rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable by the Recipientrepayable, and the Company and/or or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 the Responsibility for Taxes section of the Award Agreement. Notwithstanding the foregoing, if the Recipient Awardee is a director or an executive officer of the Company (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the Recipient Awardee will not be eligible for such a loan to cover the uncollected income taxTax-Related Items. In the event that the Recipient Awardee is a director or executive officer and the income tax is Tax-Related Items are not collected from or paid by the Recipient Awardee by the Due Date, the Recipient understands that the amount of any uncollected income tax may Tax-Related Items will constitute a benefit to the Recipient Awardee on which additional income tax and national insurance contributions (“NICs”including the Employer’s Liability, as defined below) may will be payable. The Recipient Awardee will be responsible for reporting and paying any income tax and national insurance contributions (including the Employer’s Liability, as defined below) due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriate) for the value of any employee NICs due on this additional benefit, which the Company and/or the Employer may recover from the Recipient by any of the means referred to in Section 7 of the Agreement. Notificationsregime.

Responsibility for Taxes. The following provisions supplement Section 7 of the Agreement: If payment or withholding of income taxes is not made within ninety (90) days of the end of the tax year in which the income tax liability arises, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and XxxxxxxxPensions) Xxx 0000 Act 2003 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Recipient to the Employer, effective on the Due Date. The Recipient understands and agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable by the Recipient, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 of the Agreement. Notwithstanding the foregoing, if the Recipient is a director or an executive officer (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the Recipient will not be eligible for such a loan to cover the uncollected income tax. In the event that the Recipient is a director or executive officer and the income tax is not collected from or paid by the Recipient by the Due Date, the Recipient understands that the amount of any uncollected income tax may constitute a benefit to the Recipient on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriate) for the value of any employee NICs due on this additional benefit, which the Company and/or the Employer may recover from the Recipient by any of the means referred to in Section 7 of the Agreement. Notifications

Responsibility for Taxes. The following provisions supplement This provision supplements Section 7 6 of the Agreement: If payment Grantee agrees that, if Grantee does not pay or withholding the Employer or TeleTech does not withhold from Grantee the full amount of income taxes is not made within ninety (90) days tax that Grantee owes at vesting and settlement of the end RSUs, or the release or assignment of the tax year RSUs for consideration, or the receipt of any other benefit in which connection with the income tax liability arisesRSUs (the “Taxable Event”) within 90 days after the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), then the amount of any uncollected income tax that should have been withheld shall constitute a loan owed by the Recipient Grantee to the Employer, effective on the Due Date. The Recipient understands and Grantee agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs & Customs’ (“HMRC”), it ) official rate and will be immediately due and repayable by the RecipientGrantee, and the Company TeleTech and/or the Employer may recover it at any time thereafter by any of the means referred to set forth in Section 7 6 of the Agreement. Notwithstanding the foregoing, if the Recipient Grantee is a an officer or executive director or an executive officer (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the Recipient terms of the immediately foregoing provision will not be eligible for such a loan to cover the uncollected income taxapply. In the event that the Recipient Grantee is a director an officer or executive officer director and the income tax that is due is not collected from or paid by the Recipient Grantee by the Due Date, the Recipient understands that the amount of any uncollected income tax may constitute a benefit to the Recipient Grantee on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient Grantee will be responsible for reporting and paying any income tax due on this additional benefit directly to the HMRC under the self-assessment regime and for reimbursing the Company TeleTech or the Employer (as appropriate) for the value of any employee NICs national insurance contributions due on this additional benefit, which the Company and/or the Employer may recover from the Recipient by any of the means referred to in Section 7 of the Agreement. Notifications.

Responsibility for Taxes. The following provisions supplement Section 7 3 of the Agreementthis agreement: If payment or withholding of income taxes is not made within ninety (90) days of the end of the tax year in which the income tax liability arises, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and XxxxxxxxPensions) Xxx 0000 Act 2003 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Recipient Grantee to the EmployerGrantee’s employer, effective on the Due Date. The Recipient Grantee understands and agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable by the RecipientGrantee, and the Company and/or or the Employer Grantee’s employer may recover it at any time thereafter by any of the means referred to in Section 7 3 of this agreement. The Grantee also authorizes the AgreementCompany to delay the issuance of any Shares to the Grantee unless and until the loan is repaid in full. Notwithstanding the foregoing, if the Recipient Grantee is a director or an executive officer (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the Recipient Grantee will not be eligible for such a loan to cover the uncollected income tax. In the event that the Recipient Grantee is a director or executive officer and the income tax is not collected from or paid by the Recipient Grantee by the Due Date, the Recipient Grantee understands that the amount of any uncollected income tax may constitute a benefit to the Recipient Grantee on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient Grantee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer Grantee’s employer (as appropriate) for the value of any employee NICs due on this additional benefit, which the Company and/or or the Employer Grantee’s employer may recover from the Recipient Grantee by any of the means referred to in Section 7 3 of the Agreement. Notificationsthis agreement.

Responsibility for Taxes. The following provisions supplement supplements Section 7 11 of the main body of the Agreement: If payment or withholding of the income taxes tax due in connection with the Award is not made within ninety (90) days of the end of the U.K. tax year in which the income tax liability arises, arises or such other period specified in Section 222(1)(c) of the as required under U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 law (the “"Due Date”"), the Participant agrees that the amount of any uncollected income tax shall constitute a loan owed by the Recipient Participant to the Employer, effective on the Due Date. The Recipient understands and Participant agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”)HMRC Official Rate, it will be immediately due and repayable by the Recipientrepayable, and the Company and/or or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 11 of the Agreement. If the Participant fails to comply with his or her obligations in connection with the income tax as described in this section, the Company may refuse to deliver the shares of Stock acquired under the Plan. Notwithstanding the foregoing, if the Recipient Participant is a director Director or an executive officer of the Company (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the Recipient will Participant shall not be eligible for such a loan from the Company to cover the uncollected income tax. In the event that the Recipient Participant is a director Director or executive officer and the income tax is not collected from or paid by the Recipient Participant by the Due Date, the Recipient understands that the amount of any uncollected income tax may constitute a benefit to the Recipient Participant on which additional income tax and national insurance National Insurance contributions (“"NICs”") may be payable. The Recipient Participant will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing paying the Company or the Employer (as appropriate) for the value of any employee NICs due on this additional benefit, which the Company and/or or the Employer may recover from the Recipient by any of the means referred to in Section 7 11 of the Agreement. Notifications.

Responsibility for Taxes. The following provisions supplement Section 7 paragraph 5 of the Agreement: If payment Grantee agrees that if Grantee does not pay or withholding the Employer or the Company does not withhold from Grantee the full amount of income taxes is not made within ninety (90) days Tax-Related Items that Grantee owes due to the vesting of the end Units, or the release or assignment of the tax year Units for consideration, or the receipt of any other benefit in which connection with the income tax liability arisesUnits (the “Taxable Event”) within 90 days after the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and XxxxxxxxPensions) Xxx 0000 (the “Due Date”)0000, then the amount of any uncollected income tax that should have been withheld shall constitute a loan owed by the Recipient Grantee to the Employer, effective on 90 days after the Due DateTaxable Event. The Recipient understands and Grantee agrees that the loan will bear interest at the then-current HM Revenue and Custom’s official rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable by the RecipientGrantee, and the Company and/or the Employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to Grantee by the Employer, by withholding in Stock issued upon vesting and settlement of the means referred Units or from the cash proceeds from the sale of Stock or by demanding cash or a cheque from Grantee. Grantee also authorizes the Company to delay the issuance of any Stock to Grantee unless and until the loan is repaid in Section 7 of the Agreementfull. Notwithstanding the foregoing, if the Recipient Grantee is a an officer or executive director or an executive officer (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the Recipient terms of the immediately foregoing provision will not be eligible for such a loan to cover the uncollected income taxapply. In the event that the Recipient Grantee is a director an officer or executive officer director and the income tax is Tax-Related Items are not collected from or paid by Grantee within 90 days of the Recipient by the Due DateTaxable Event, the Recipient understands that the amount of any uncollected income tax Tax-Related Items may constitute a benefit to the Recipient Grantee on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing Grantee acknowledges that the Company or the Employer (as appropriate) for the value of any employee NICs due on this additional benefit, which the Company and/or the Employer may recover from the Recipient any such additional income tax and national insurance contributions at any time thereafter by any of the means referred to in Section 7 paragraph 5 of the Agreement. Notifications.

Responsibility for Taxes. The following provisions supplement Section 7 of the Agreement: If payment or withholding of income taxes is not made within ninety (90) days of the end of the tax year in which the income tax liability arises, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Recipient to the Employer, effective on the Due Date. The Recipient understands and agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable by the Recipient, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 of the Agreement. Notwithstanding the foregoing, if the Recipient is a director or an executive officer (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the Recipient will not be eligible for such a loan to cover the uncollected income tax. In the event that the Recipient is a director or executive officer and the income tax is not collected from or paid by the Recipient by the Due Date, the Recipient understands that the amount of any uncollected income tax may constitute a benefit to the Recipient on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriate) for the value of any employee NICs due on this additional benefit, which the Company and/or the Employer may recover from the Recipient by any of the means referred to in Section 7 of the Agreement. NotificationsURUGUAY Data Privacy The following provision supplements Section 11 of the Agreement: The Recipient understands that his or her Data will be collected by his or her Employer and will be transferred to KO at Xxx Xxxx-Xxxx Xxxxx, Xxxxxxx Xxxxxxx, 00000, Xxxxxx Xxxxxx and/or any financial institutions or brokers involved in the management and administration of the Plan. The Recipient further understands that any of these entities may store the Recipient’s Data for purposes of administering his or her participation in the Plan. APPENDIX B TO THE COCA-COLA COMPANY 2014 EQUITY PLAN PERFORMANCE SHARE AGREEMENT

Responsibility for Taxes. The following provisions supplement provision supplements Section 7 3.8 of the Award Agreement: If payment Holder agrees that, if Holder does not pay or withholding the Employer or the Company does not withhold from Holder the full amount of income taxes is not made tax that Holder owes at vesting of the Restricted Stock Units, or the release or assignment of the Restricted Stock Units for consideration, or the receipt of any other benefit in connection with the Restricted Stock Units (the “Taxable Event”) within ninety (90) 90 days of the end of the U.K. tax year in within which the income tax liability arisesTaxable Event occurs, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and XxxxxxxxPensions) Xxx 0000 Act 2003 (the “Due Date”), then the amount of any uncollected income tax that should have been withheld shall constitute a loan owed by the Recipient Holder to the Employer, effective on as of the Due Date. The Recipient understands and Xxxxxx agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs Customs’ (“HMRC’s”), it ) official rate and will be immediately due and repayable by the RecipientXxxxxx, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to set forth in Section 7 3.8 of the Award Agreement. Notwithstanding the foregoing, if the Recipient Xxxxxx is a director or an executive officer or director (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amendedAct), the Recipient terms of the immediately foregoing provision will not be eligible for such a loan to cover the uncollected income taxapply. In the event that the Recipient Xxxxxx is a director or an executive officer or director and the income tax is not collected from or paid by the Recipient Holder by the Due Date, the Recipient understands that the amount of any uncollected income tax may constitute a benefit to the Recipient Holder on which additional income tax and national insurance National Insurance contributions (“NICs”) may be payabledue. The Recipient Holder will be responsible for reporting and paying accounting for any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (Employer, as appropriate) applicable, for the value of any employee NICs due on this additional benefit, which the Company and/or the Employer may recover from the Recipient by any of the means referred to in Section 7 of the Agreement. Notifications.

Responsibility for Taxes. The following provisions supplement Section 7 8 of the Agreement: If payment or withholding of the income taxes tax due in connection with the Option is not made within ninety (90) days of the end of the tax year in which of any event giving rise to the income tax liability arises, occurs or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and XxxxxxxxPensions) Xxx 0000 Act 2003 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Recipient Grantee to the Employer, effective on the Due Date. The Recipient understands and Grantee agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”), it ) and will be immediately due and repayable by the RecipientGrantee, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 8 of the AgreementAgreement or otherwise permitted under the Plan. The Grantee authorizes the Company to delay the issuance of any Shares unless and until the loan is repaid in full. Notwithstanding the foregoing, if the Recipient Grantee is a director or an executive officer or director (as within the meaning of Section section 13(k) of the U.S. Securities Exchange Act of 1934, as amendedAct), the Recipient will Grantee shall not be eligible for such a loan to cover the uncollected income taxtax due as described above. In the event that the Recipient Grantee is a director or an executive officer or director and the income tax is Tax-Related Items are not collected from or paid by the Recipient Grantee by the Due Date, the Recipient understands that the amount of any uncollected income tax Tax-Related Items may constitute a benefit to the Recipient Grantee on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient the Grantee acknowledges that the Grantee ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriateapplicable) for the value of any employee NICs national insurance contribution due on this additional benefit, which . The Grantee further acknowledges that the Company and/or or the Employer may recover such amounts from the Recipient Grantee by any of the means referred to in Section 7 8 of the Agreement. Notifications, or otherwise permitted under the Plan.

Responsibility for Taxes. The following provisions supplement This provision supplements Section 7 4 of the Agreement: If payment You agree that, if you do not pay or withholding the Employer or the Company does not withhold from you the full amount of income taxes is not made within ninety (90) days Tax-Related Items that you owe at vesting and settlement of the end RSUs, or the release or assignment of the tax year RSUs for consideration, or the receipt of any other benefit in which connection with the income tax liability arisesRSUs (the “Taxable Event”) within 90 days after the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”)0000, then the amount of any uncollected income tax that should have been withheld shall constitute a loan owed by the Recipient you to the Employer, effective on 90 days after the Due DateTaxable Event. The Recipient understands and agrees You agree that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs & Customs’ (“HMRC”), it ) official rate and will be immediately due and repayable by the Recipientyou, and the Company and/or the Employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to you by the Employer, by withholding in shares of Common Stock issued upon vesting of your RSUs or from the means referred cash proceeds from the sale of shares of Common Stock or by demanding cash or a cheque from you. You also authorize the Company to delay the issuance of any shares of Common Stock unless and until the loan is repaid in Section 7 of the Agreementfull. Notwithstanding the foregoing, if the Recipient is a you are an officer or executive director or an executive officer (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the Recipient terms of the immediately foregoing provision will not be eligible for such a loan to cover the uncollected income taxapply. In the event that the Recipient is a director you are an officer or executive officer director and the income tax that is due is not collected from or paid by you within 90 days of the Recipient by the Due DateTaxable Event, the Recipient understands that the amount of any uncollected income tax may constitute a benefit to the Recipient you on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient You will be responsible for reporting and paying any income tax due on this additional benefit directly to the HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriate) for the value of any employee NICs national insurance contributions due on this additional benefit, which the Company and/or the Employer may recover from the Recipient by any of the means referred to in Section 7 of the Agreement. NotificationsVenezuela

Responsibility for Taxes. The following provisions supplement Section 7 6 of the Agreement: If payment or withholding of the income taxes tax due in connection with the Award is not made within ninety (90) days of the end of the tax year in which any event giving rise to the income tax liability arises, occurs or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Recipient Grantee to the Employer, effective on the Due Date. The Recipient understands and Grantee agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”), it ) and will be immediately due and repayable by the RecipientGrantee, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 6 of the AgreementAgreement or otherwise permitted under the Plan. The Grantee authorizes the Company to delay the issuance of any Shares unless and until the loan is repaid in full. B-3 Notwithstanding the foregoing, if the Recipient Grantee is a director or an executive officer or director (as within the meaning of Section section 13(k) of the U.S. Securities Exchange Act of 1934, as amendedAct), the Recipient will Grantee shall not be eligible for such a loan to cover the uncollected income taxtax due as described above. In the event that the Recipient Grantee is a director or an executive officer or director and the income tax is Tax-Related Items are not collected from or paid by the Recipient Grantee by the Due Date, the Recipient understands that the amount of any uncollected income tax Tax-Related Items may constitute a benefit to the Recipient Grantee on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient the Grantee acknowledges that the Grantee ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriateapplicable) for the value of any employee NICs national insurance contribution due on this additional benefit, which . The Grantee further acknowledges that the Company and/or or the Employer may recover such amounts from the Recipient Grantee by any of the means referred to in Section 7 6 of the Agreement. Notifications, or otherwise permitted under the Plan.

Responsibility for Taxes. The following provisions supplement Section 7 This provision supplements paragraph 8 of the Agreement: . If payment or withholding of the income taxes tax due is not made within ninety (90) days of the end of the tax year in which event giving rise to the income tax liability arises, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Recipient Employee to the Employer, effective on as of the Due Date. The Recipient understands and Employee agrees that the loan will bear interest at the then-current official rate Official Rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable by the Recipientrepayable, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 paragraph 8 of the Agreement. The Employee authorizes the Company to delay the issuance of Shares to the Employee unless and until the loan is repaid in full. Notwithstanding the foregoing, if the Recipient Employee is a director or an executive officer of the Company (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the Recipient Employee will not be eligible for such a loan to cover the uncollected income taxtax due. In the event that the Recipient Employee is a director or executive officer and the income tax is not collected from or paid by the Recipient Employee by the Due Date, the Recipient understands that the amount of any uncollected income tax may will constitute a benefit to the Recipient Employee on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient Employee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or and/or the Employer (as appropriateapplicable) for the value of any employee NICs due on this additional benefit, which the Company and/or the Employer may recover from the Recipient by any of the means referred to in Section 7 of the Agreement. Notifications.

Responsibility for Taxes. The following provisions supplement provision supplements Section 7 3 of the AgreementAppendix A: If payment or withholding of any income taxes tax liability arising in connection with my participation in the Plan is not made by me to the Employer within ninety (90) days of the end of the U.K. tax year in during which the event giving rise to the income tax liability arises, occurs or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and XxxxxxxxPensions) Xxx 0000 Act 2003 (the “Due Date”), I understand and agree that the amount of any uncollected income tax shall will constitute a loan owed by the Recipient me to the Employer, effective on the Due Date. The Recipient understands I understand and agrees agree that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”)Customs, it will be immediately due and repayable by the Recipientme, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in the Plan or Section 7 3 of the Agreement. Appendix A. Notwithstanding the foregoing, I understand and agree that if the Recipient is I am a director or an executive officer of the Company (as within the meaning of such terms for purposes of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amendedAct), the Recipient I will not be eligible for such a loan to cover the uncollected income taxtax liability. In the event that the Recipient is I am a director or executive officer and the income tax is not collected from or paid by the Recipient me by the Due Date, the Recipient understands I understand that the amount of any uncollected income tax may constitute a an additional benefit to the Recipient me on which additional income tax and national insurance contributions (“NICs”) may National Insurance Contributions will be payable. The Recipient I understand and agree that I will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC Her Majesty’s Revenue and Customs under the self-assessment regime and for reimbursing the Company or the Employer (as appropriate) for the value of any employee NICs National Insurance Contributions due on this additional benefit, benefit which the Company and/or or the Employer may recover from the Recipient me by any of the means referred to in the Plan or Section 7 3 of the Agreement. NotificationsAppendix A.

Responsibility for Taxes. The following provisions supplement Section 7 paragraph 6 of the Agreement: If payment Grantee agrees that if Grantee does not pay or withholding the Employer or the Company does not withhold from Grantee the full amount of income taxes is not made within ninety (90) days Tax-Related Items that Grantee owes due to the vesting of the end Units, or the release or assignment of the tax year Units for consideration, or the receipt of any other benefit in which connection with the income tax liability arisesUnits (the “Taxable Event”) within 90 days after the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and XxxxxxxxPensions) Xxx 0000 (the “Due Date”)0000, then the amount of any uncollected income tax that should have been withheld shall constitute a loan owed by the Recipient Grantee to the Employer, effective on 90 days after the Due DateTaxable Event. The Recipient understands and Grantee agrees that the loan will bear interest at the then-current HM Revenue and Custom’s official rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable by the RecipientGrantee, and the Company and/or the Employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to Grantee by the Employer, by withholding in Stock issued upon vesting and settlement of the means referred Units or from the cash proceeds from the sale of Stock or by demanding cash or a cheque from Grantee. Grantee also authorizes the Company to delay the issuance of any Stock to Grantee unless and until the loan is repaid in Section 7 of the Agreementfull. Notwithstanding the foregoing, if the Recipient Grantee is a an officer or executive director or an executive officer (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the Recipient terms of the immediately foregoing provision will not be eligible for such a loan to cover the uncollected income taxapply. In the event that the Recipient Grantee is a director an officer or executive officer director and the income tax is Tax-Related Items are not collected from or paid by Grantee within 90 days of the Recipient by the Due DateTaxable Event, the Recipient understands that the amount of any uncollected income tax Tax-Related Items may constitute a benefit to the Recipient Grantee on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing Grantee acknowledges that the Company or the Employer (as appropriate) for the value of any employee NICs due on this additional benefit, which the Company and/or the Employer may recover from the Recipient any such additional income tax and national insurance contributions at any time thereafter by any of the means referred to in Section 7 paragraph 6 of the Agreement. Notifications.

Responsibility for Taxes. The following provisions supplement supplements Section 7 13 of the Agreement: If payment or withholding of the income taxes tax due is not made within ninety (90) days of after the end of the U.K. tax year in which the income tax event giving rise to the liability arises, occurs or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), the amount of any uncollected income tax liability shall constitute a loan owed by the Recipient Participant to the Employer, effective on as of the Due Date. The Recipient understands and Participant agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and & Customs (“HMRC”), it will be immediately due and repayable by the Recipientrepayable, and the Company and/or or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 13 of the Agreement. Notwithstanding the foregoing, if the Recipient Participant is a director or an executive officer of the Company (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the Recipient will Participant shall not be eligible for such a loan from the Company to cover the uncollected income taxTax-Related Items. In the event that the Recipient Participant is a director or executive officer and the income tax is Tax-Related Items are not collected from or paid by the Recipient Participant by the Due Date, the Recipient understands that the amount of any uncollected income tax may liability will constitute a benefit to the Recipient Participant on which additional income tax and national insurance National Insurance contributions (“NICs”) may will be payable. The Recipient Participant understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (Employer, as appropriate) applicable, for the value of any employee NICs due on this additional benefit, which may be recovered by the Company and/or or the Employer may recover from the Recipient at any time thereafter by any of the means referred to in Section 7 of the Agreement. Notifications.

Responsibility for Taxes. The following provisions shall supplement Section 7 6 of the Agreement: ‘At the request of the Company at any time before the vesting/settlement of the Award, the Grantee must elect, to the extent permitted by law, and using a form approved by HMRC, that the whole or any part of the liability for national insurance contributions arising as a result of a taxable event attributable to the Award or the Grantee’s participation in the Plan shall be transferred to the Grantee. If payment or withholding of income taxes is not made within ninety (90) days of the end of the tax year in which the income tax liability arises, or such other period specified in Section 222(1)(c222(1) (c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Recipient Grantee to the Employer, effective on the Due Date. The Recipient Grantee understands and agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable by the RecipientGrantee, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 6 of the Agreement. Notwithstanding the foregoing, if the Recipient Grantee is a director or an executive officer (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the Recipient Grantee will not be eligible for such a loan to cover the uncollected income tax. In the event that the Recipient Grantee is a director or executive officer and the income tax is not collected from or paid by the Recipient Grantee by the Due Date, the Recipient Grantee understands that the amount of any uncollected income tax may constitute a benefit to the Recipient Grantee on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient Grantee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriate) for the value of any employee NICs due on this additional benefit, which the Company and/or the Employer may recover from the Recipient Grantee by any of the means referred to in Section 7 6 of the Agreement. Notifications.

Responsibility for Taxes. The following provisions supplement Section 7 paragraph 6 of the Agreement: If payment Grantee agrees that if Grantee does not pay or withholding the Employer or the Company does not withhold from Grantee the full amount of income taxes is not made within ninety (90) days Tax-Related Items that Grantee owes due to the vesting of the end Units, or the release or assignment of the tax year Units for consideration, or the receipt of any other benefit in which connection with the income tax liability arisesUnits (the “Taxable Event”) within 90 days after the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and XxxxxxxxPensions) Xxx 0000 (the “Due Date”)0000, then the amount of any uncollected income tax that should have been withheld shall constitute a loan owed by the Recipient Grantee to the Employer, effective on 90 days after the Due DateTaxable Event. The Recipient understands and Grantee agrees that the loan will bear interest at the then-current HM Revenue and Custom's official rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable by the RecipientGrantee, and the Company and/or the Employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to Grantee by the Employer, by withholding in Stock issued upon vesting and settlement of the means referred Units or from the cash proceeds from the sale of Stock or by demanding cash or a cheque from Grantee. Grantee also authorizes the Company to delay the issuance of any Stock to Grantee unless and until the loan is repaid in Section 7 of the Agreementfull. Notwithstanding the foregoing, if the Recipient Grantee is a an officer or executive director or an executive officer (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the Recipient terms of the immediately foregoing provision will not be eligible for such a loan to cover the uncollected income taxapply. In the event that the Recipient Grantee is a director an officer or executive officer director and the income tax is Tax-Related Items are not collected from or paid by Grantee within 90 days of the Recipient by the Due DateTaxable Event, the Recipient understands that the amount of any uncollected income tax Tax-Related Items may constitute a benefit to the Recipient Grantee on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing Grantee acknowledges that the Company or the Employer (as appropriate) for the value of any employee NICs due on this additional benefit, which the Company and/or the Employer may recover from the Recipient any such additional income tax and national insurance contributions at any time thereafter by any of the means referred to in Section 7 paragraph 6 of the Agreement. Notifications.

Responsibility for Taxes. The following provisions supplement supplements Section 7 6 of the Agreement: If The Participant agrees that if payment or withholding of the income taxes tax due with respect to the exercise of the SAR is not made within ninety (90) days of after the end of the tax year in which the income tax event giving rise to the liability arises, occurs or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), the amount of any uncollected income tax liability shall constitute a loan owed by the Recipient Participant to the Employer, effective on as of the Due Date. The Recipient understands and Participant agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and & Customs (“HMRC”), it will be immediately due and repayable by the Recipientrepayable, and the Company and/or YUM! or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 6 of the Agreement. Notwithstanding the foregoing, if the Recipient Participant is a director or an executive officer of YUM! (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the Recipient will Participant shall not be eligible for such a loan from YUM! to cover the uncollected unpaid income tax. In the event that the Recipient Participant is a director or executive officer and the income tax is not collected from or paid by the Recipient Participant by the Due Date, the Recipient understands that the amount of any uncollected income tax may liability will constitute a benefit to the Recipient Participant on which additional income tax and national insurance National Insurance contributions (“NICs”) may will be payable. The Recipient Participant will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriate) for the value of any employee NICs due on this additional benefit, which the Company and/or . The Participant acknowledges that YUM! or the Employer may recover from the Recipient NICs by any of the means referred to in Section 7 6 of the Agreement. Notifications.

Responsibility for Taxes. The following provisions supplement This section supplements Section 7 6 of the Agreement: If payment You agree that if you do not pay or withholding the Employer or the Company does not withhold from you the full amount of income taxes is not made tax that you owe due to the vesting of the RSUs, or the release or assignment of the RSUs for consideration, or the receipt of any other benefit in connection with the RSUs (the “Taxable Event”) within ninety (90) 90 days of after the end of the tax year in which the income tax liability arises, Taxable Event occurs or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), then the amount of any uncollected income tax that should have been withheld shall constitute a loan owed by the Recipient you to the Employer, effective on as of the Due Date. The Recipient understands and agrees You agree that the loan will bear interest at the then-then current official rate of Her Majesty’s Revenue and Customs (“HMRC”), it ) and will be immediately due and repayable by the Recipientyou, and the Company and/or the Employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to you by the Employer, by withholding in shares of Common Stock issued upon vesting and settlement of the means referred RSUs or from the cash proceeds from the sale of shares or by demanding cash or a cheque from the Participant. You also authorize the Company to delay the issuance of any shares of Common Stock to you unless and until the loan is repaid in Section 7 of the Agreementfull. Notwithstanding the foregoing, if the Recipient is your are a director or an executive officer (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amendedAct), the Recipient terms of the immediately foregoing provision will not be eligible for such a loan to cover the uncollected income taxapply. In the event that the Recipient is you are a director or executive officer and the income tax is not collected from or paid by the Recipient you by the Due Date, the Recipient understands that the amount of any uncollected income tax may constitute a benefit to the Recipient you on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient will be You acknowledge that the Company or the Employer may recover any such additional income tax and national insurance contributions at any time thereafter by any of the means referred to in Section 6 of the Agreement. However, you are primarily responsible for reporting and paying any income tax and national insurance contributions due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriate) for the value of any employee NICs due on this additional benefit, which the Company and/or the Employer may recover from the Recipient by any of the means referred to in Section 7 of the Agreement. Notificationsregime.

Responsibility for Taxes. The following provisions supplement Section 7 This provision supplements the Responsibility for Taxes section of the Agreement: If payment or withholding of the income taxes tax owed on the exercise of the Option is not made within ninety (90) days of the end of the U.K. tax year in which the income tax liability arises, event occurs or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), the amount of any uncollected income tax that should have been withheld from or paid by you shall constitute a loan owed by the Recipient you to the EmployerCompany or the Parent, Subsidiary or Affiliate retaining your Services, effective on the Due Date. The Recipient understands and agrees You agree that the loan will bear interest at the then-current official rate Official Rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable by the Recipientrepayable, and the Company and/or or the Employer Parent, Subsidiary or Affiliate retaining your Services may recover it at any time thereafter by any of the means referred to in Section 7 the Responsibility for Taxes section of the Agreement. Notwithstanding the foregoing, if the Recipient is you are a director or an executive officer of the Company (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amendedAct), the Recipient you will not be eligible for such a loan to cover the uncollected income taxtaxes. In the event that the Recipient is you are a director or executive officer and the income tax is taxes are not collected from or paid by the Recipient you by the Due Date, the Recipient understands that the amount of any uncollected income tax may will constitute a benefit to the Recipient you on which additional income tax and national insurance contributions National Insurance Contributions (“NICs”) may (including Employer NICs, as defined below) will be payable. The Recipient You will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime regime, and for reimbursing the Company and/or the Parent, Subsidiary or the Employer Affiliate retaining your Services (as appropriate) for the value of any employee NICs due on this additional benefit, benefit which the Company and/or the Employer Parent, Subsidiary or Affiliate retaining your Services may recover from the Recipient you by any of the means referred to set forth in Section 7 the Responsibility for Taxes section of the Agreement. Notifications.

Responsibility for Taxes. The following provisions supplement Section 7 5 of the AgreementTerms and Conditions: You must pay to the Company or the Employer any amount of income tax due that the Company or the Employer may be required to account to Her Majesty’s Revenue and Customs (“HMRC”) with respect to the event giving rise to the Tax-Related Items (the “Taxable Event”) that cannot be satisfied by the means described in this Section 5. If payment or withholding of the income taxes tax is not made within ninety (90) 90 days of the end of the U.K. tax year in which the income tax liability arises, Taxable Event occurs or such other period specified in Section 222(1)(c) of the as required under U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 law (the “Due Date”), you agree that the amount of any uncollected income tax shall will (assuming you are not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended)) constitute a loan owed by the Recipient you to the EmployerCompany or the Employer (as applicable), effective on the Due Date. The Recipient understands and agrees You agree that the loan will bear interest at the then-current HMRC official rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable by the Recipientrepayable, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in this Section 7 of 5. If you fail to comply with your obligations in connection with the Agreementincome tax due as described in this Section 5, the Company may refuse to deliver the Shares acquired under the Plan. Notwithstanding the foregoing, if the Recipient is you are a director or an executive officer of the Company (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the Recipient you will not be eligible for such a loan to cover the uncollected income taxtax due. In the event that the Recipient is you are a director or executive officer and the income tax due is not collected from or paid by the Recipient you by the Due Date, the Recipient understands that the amount of any uncollected income tax may constitute a benefit to the Recipient you on which additional income tax and national insurance National Insurance contributions (“NICs”) may be payable. The Recipient You will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (Employer, as appropriate) applicable, for the value of any employee NICs National Insurance contributions due on this additional benefit, which . You acknowledge that the Company and/or or the Employer may recover from the Recipient any such National Insurance contributions at any time thereafter by any of the means referred to in this Section 7 of the Agreement. Notifications5.

Responsibility for Taxes. The following provisions supplement Section 7 9 of the Agreement: You are required to pay to the Company or the Employer, as applicable, any amount of income tax that the Company or the Employer may be required to account to Her Majesty’s Revenue and Customs (“HMRC”) with respect to the event giving rise to the income tax (the “Taxable Event”) that cannot be satisfied by the means described in Section 9 of the Agreement. If payment or withholding of the income taxes tax is not made within ninety (90) days of the end of the U.K. tax year in which the income tax liability arises, Taxable Event occurred or such other period specified in Section 222(1)(c) of the as required under U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 law (the “Due Date”), you agree that the amount of any uncollected income tax shall constitute a loan owed by the Recipient you to the Employer, effective on the Due Date. The Recipient understands and agrees You agree that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue HMRC Official Rate and Customs (“HMRC”), it will be immediately due and repayable by the Recipientrepayable, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 9 of the Agreement. If you fail to comply with your obligations in connection with the income tax as described in this section, the Company may refuse to deliver the Shares acquired under the Plan. Notwithstanding the foregoing, if the Recipient is you are a director or an executive officer of the Company (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amendedAct), the Recipient you will not be eligible for such a loan to cover the uncollected income taxtax due. In the event that the Recipient is you are a director or executive officer and the income tax due is not collected from or paid by the Recipient you by the Due Date, the Recipient understands that the amount of any uncollected income tax may constitute a benefit to the Recipient you on which additional income tax and national insurance National Insurance contributions (“NICs”) may be payable. The Recipient You will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (Employer, as appropriate) applicable, for the value of any employee NICs due on this additional benefit, which the Company and/or the Employer may recover from the Recipient by any of the means referred to in Section 7 of the Agreement. Notificationspsp A-4 November 2018

Responsibility for Taxes. The following provisions supplement This provision supplements Section 7 9 of the Agreement: If payment You agree that, if you do not pay or withholding the Employer or the Company does not withhold from you the full amount of income taxes is not made within ninety (90) days Tax-Related Items that you owe at vesting and settlement of the end Performance Share Units, or the release or assignment of the tax year Performance Share Units for consideration, or the receipt of any other benefit in which connection with the income tax liability arisesPerformance Share Units (the “Taxable Event”) within 90 days after the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and XxxxxxxxPensions) Xxx 0000 (the “Due Date”)Act 2003, then the amount of any uncollected income tax that should have been withheld shall constitute a loan owed by the Recipient you to the Employer, effective on 90 days after the Due DateTaxable Event. The Recipient understands and agrees You agree that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs & Customs’ (“HMRC”), it ) official rate and will be immediately due and repayable by the Recipientyou, and the Company and/or the Employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to you by the Employer, by withholding in Shares issued upon vesting of your Performance Share Units or from the means referred cash proceeds from the sale of Shares or by demanding cash or a cheque from you. You also authorize the Company to delay the issuance of any Shares unless and until the loan is repaid in Section 7 of the Agreementfull. Notwithstanding the foregoing, if the Recipient is a you are an officer or executive director or an executive officer (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the Recipient terms of the immediately foregoing provision will not be eligible for such a loan to cover the uncollected income taxapply. In the event that the Recipient is a director you are an officer or executive officer director and the income tax that is due is not collected from or paid by you within 90 days of the Recipient by the Due DateTaxable Event, the Recipient understands that the amount of any uncollected income tax may constitute a benefit to the Recipient you on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient You will be responsible for reporting and paying any income tax due on this additional benefit directly to the HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriate) for the value of any employee NICs national insurance contributions due on this additional benefit, which the Company and/or the Employer may recover from the Recipient by any of the means referred to in Section 7 of the Agreement. NotificationsVenezuela

Responsibility for Taxes. The following provisions supplement Section 7 paragraph 6 of the Agreement: If payment Grantee agrees that if Grantee does not pay or withholding the Employer or the Company does not withhold from Grantee the full amount of income taxes is not made within ninety (90) days Tax-Related Items that Grantee owes due to the vesting of the end Shares, or the release or assignment of the tax year Shares for consideration, or the receipt of any other benefit in which connection with the income tax liability arisesShares (the “Taxable Event”) within 90 days after the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and XxxxxxxxPensions) Xxx 0000 (the “Due Date”)0000, then the amount of any uncollected income tax that should have been withheld shall constitute a loan owed by the Recipient Grantee to the Employer, effective on 90 days after the Due DateTaxable Event. The Recipient understands and Grantee agrees that the loan will bear interest at the then-current HM Revenue and Custom’s official rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable by the RecipientGrantee, and the Company and/or the Employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to Grantee by the Employer, by withholding in Stock issued upon vesting and settlement of the means referred Shares or from the cash proceeds from the sale of Shares or by demanding cash or a cheque from Grantee. Grantee also authorizes the Company to delay the issuance of any Stock to Grantee unless and until the loan is repaid in Section 7 of the Agreementfull. Notwithstanding the foregoing, if the Recipient Grantee is a an officer or executive director or an executive officer (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the Recipient terms of the immediately foregoing provision will not be eligible for such a loan to cover the uncollected income taxapply. In the event that the Recipient Grantee is a director an officer or executive officer director and the income tax is Tax-Related Items are not collected from or paid by Grantee within 90 days of the Recipient by the Due DateTaxable Event, the Recipient understands that the amount of any uncollected income tax Tax-Related Items may constitute a benefit to the Recipient Grantee on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing Grantee acknowledges that the Company or the Employer (as appropriate) for the value of any employee NICs due on this additional benefit, which the Company and/or the Employer may recover from the Recipient any such additional income tax and national insurance contributions at any time thereafter by any of the means referred to in Section 7 paragraph 6 of the Agreement. Notifications.

Responsibility for Taxes. The following provisions supplement provision supplements Section 7 2.1 of the Award Agreement: If payment . Participant agrees that if the Company or withholding the Employer does not withhold or receive the amount of income taxes is not made tax that Participant owes due to the grant, vesting, release, assignment or cancellation of the Performance Shares (the “Taxable Event”) from Participant within ninety (90) 90 days of after the end of the U.K. tax year in which the income tax liability arisesTaxable Event occurs, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and XxxxxxxxPensions) Xxx 0000 Act 2003 (the Performance Shares “Due Date”), then the amount of any uncollected income tax shall constitute a loan owed by the Recipient Participant to the Employer, effective on the Due Date. The Recipient understands and Participant agrees that the loan will bear interest at the then-current official rate Official Rate of Her Majesty’s Revenue and & Customs (“HMRC”), it will be immediately due and repayable by the RecipientParticipant, and the Company and/or the Employer may recover it from Participant at any time thereafter by any of the means referred to in Section 7 of the Award Agreement. Notwithstanding the foregoing, if the Recipient Participant is a director or an executive officer of the Company (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the Recipient Participant will not be eligible for such a loan from the Company to cover the uncollected income taxtax liability. In the event that the Recipient Participant is a director or executive officer and the income tax is not collected from or paid by the Recipient Participant by the Due Date, the Recipient understands that the amount of any uncollected income tax may constitute a benefit to the Recipient Participant on which additional income tax and national insurance National Insurance contributions (“NICs”) may be payable. The Recipient Participant understands that Participant will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (Employer, as appropriate) applicable, for the value of any employee NICs National Insurance contributions due on this additional benefit, which the Company and/or the Employer may recover collect from the Recipient Participant by any means set forth in Section 2.1 of the means referred to in Section 7 of the Award Agreement. NotificationsVENEZUELA

Responsibility for Taxes. The following provisions supplement Section 7 6 of the Agreement: If payment or withholding of the income taxes tax due in connection with the Award is not made within ninety (90) days of the end of the tax year in which any event giving rise to the income tax liability arises, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Recipient Grantee to the Employer, effective on the Due Date. The Recipient understands and Grantee agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”), it ) and will be immediately due and repayable by the RecipientGrantee, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 6 of the AgreementAgreement or otherwise permitted under the Plan. The Grantee authorizes the Company to delay the issuance of any Shares unless and until the loan is repaid in full. Notwithstanding the foregoing, if the Recipient Grantee is a director or an executive officer or director (as within the meaning of Section section 13(k) of the U.S. Securities Exchange Act of 1934, as amendedAct), the Recipient will Grantee shall not be eligible for such a loan to cover the uncollected income taxtax due as described above. In the event that the Recipient Grantee is a director or an executive officer or director and the income tax is Tax-Related Items are not collected from or paid by the Recipient Grantee by the Due Date, the Recipient understands that the amount of any uncollected income tax Tax-Related Items may constitute a benefit to the Recipient Grantee on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient the Grantee acknowledges that the Grantee ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriateapplicable) for the value of any employee NICs national insurance contribution due on this additional benefit, which . The Grantee further acknowledges that the Company and/or or the Employer may recover such amounts from the Recipient Grantee by any of the means referred to in Section 7 6 of the Agreement. Notifications, or otherwise permitted under the Plan.

Responsibility for Taxes. The following provisions supplement This provision supplements Section 7 4 of the Agreement: If payment You agree that, if you do not pay or withholding the Employer or the Company does not withhold from you the full amount of income taxes is not made within ninety (90) days Tax-Related Items that you owe at vesting and settlement of the end RSUs, or the release or assignment of the tax year RSUs for consideration, or the receipt of any other benefit in which connection with the income tax liability arisesRSUs (the “Taxable Event”) within 90 days after the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and XxxxxxxxPensions) Xxx 0000 Act 2003 (the “Due Date”), the amount of any uncollected income thex xxx xxxxxx xx xxcome tax that should have been withheld shall constitute a loan owed by the Recipient you to the Employer, effective on or the Due Date. The Recipient understands and agrees You agree that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs & Customs’ (“HMRC”), it ) official rate and will be immediately due and repayable by the Recipientyou, and the Company and/or the Employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to you by the Employer, by withholding in shares of Common Stock issued upon vesting of your RSUs or from the means referred cash proceeds from the sale of shares of Common Stock or by demanding cash or a cheque from you. You also authorize the Company to delay the issuance of any shares of Common Stock unless and until the loan is repaid in Section 7 of the Agreementfull. Notwithstanding the foregoing, if the Recipient is a you are an officer or executive director or an executive officer (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the Recipient terms of the immediately foregoing provision will not be eligible for such a loan to cover the uncollected income taxapply. In the event that the Recipient is a director you are an officer or executive officer director and the income tax that is due is not collected from or paid by you within 90 days of the Recipient by the Due DateTaxable Event, the Recipient understands that the amount of any uncollected income tax may constitute a benefit to the Recipient you on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient will You may be responsible for reporting and paying any income tax due on this additional benefit directly to the HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriate) for the value of any employee NICs national insurance contributions due on this additional benefit, which the Company and/or or the Employer may recover from the Recipient you by any of the means referred to in Section 7 4 of the Agreement. NotificationsVenezuela

Responsibility for Taxes. The following provisions supplement Section 7 6 of the Agreement: If payment or withholding of the income taxes tax due in connection with the Award is not made within ninety (90) days of the end of the tax year in which any event giving rise to the income tax liability arises, occurs or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Recipient Grantee to the Employer, effective on the Due Date. The Recipient understands and Grantee agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”), it ) and will be immediately due and repayable by the RecipientGrantee, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 6 of the AgreementAgreement or otherwise permitted under the Plan. The Grantee authorizes the Company to delay the issuance of any Shares unless and until the loan is repaid in full. Notwithstanding the foregoing, if the Recipient Grantee is a director or an executive officer or director (as within the meaning of Section section 13(k) of the U.S. Securities Exchange Act of 1934, as amendedAct), the Recipient will Grantee shall not be eligible for such a loan to cover the uncollected income taxtax due as described above. In the event that the Recipient Grantee is a director or an executive officer or director and the income tax is Tax-Related Items are not collected from or paid by the Recipient Grantee by the Due Date, the Recipient understands that the amount of any uncollected income tax Tax-Related Items may constitute a benefit to the Recipient Grantee on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient the Grantee acknowledges that the Grantee ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriateapplicable) for the value of any employee NICs national insurance contribution due on this additional benefit, which . The Grantee further acknowledges that the Company and/or or the Employer may recover such amounts from the Recipient Grantee by any of the means referred to in Section 7 6 of the Agreement. Notifications, or otherwise permitted under the Plan.

Responsibility for Taxes. The following provisions supplement Section 7 of the Agreement: If payment Without limitation to Section 7 of the Agreement, the Participant agrees that the Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items as and when requested by the Company or withholding the Employer or by HM Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any taxes that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Participant’s behalf. Notwithstanding the foregoing, if the Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not apply. In such case, if the amount of any income taxes tax due is not made collected from or paid by the Participant within ninety (90) days of the end of the U.K. tax year in which the income tax liability arises, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Recipient an event giving rise to the Employerindemnification described above occurs, effective on the Due Date. The Recipient understands and agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable by the Recipient, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 of the Agreement. Notwithstanding the foregoing, if the Recipient is a director or an executive officer (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the Recipient will not be eligible for such a loan to cover the uncollected income tax. In the event that the Recipient is a director or executive officer and the income tax is not collected from or paid by the Recipient by the Due Date, the Recipient understands that the amount of any uncollected income tax may constitute a benefit to the Recipient Participant on which additional income tax and national insurance National Insurance contributions (“NICs”) may be payable. The Recipient Participant understands that he or she will be responsible for paying and reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (Employer, as appropriate) applicable, for the value of any employee NICs due on this additional benefit, which the Company and/or or the Employer Employer, as applicable, may recover from the Recipient 408098219-v3\NA_DMS Participant at any time thereafter by any of the means referred to set forth in Section 7 of the Agreement. NotificationsUZBEKISTAN There are no country specific provisions. VIETNAM

Responsibility for Taxes. The following provisions supplement Section 7 Paragraph 6 of the RSU Agreement: If payment or withholding of income taxes is not made within ninety (90) days Without limitation to Paragraph 6 of the end of the tax year in which the income tax liability arises, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”)RSU Agreement, the amount of any uncollected income tax shall constitute a loan owed by the Recipient to the Employer, effective on the Due Date. The Recipient understands and Grantee agrees that the loan will bear interest at Grantee is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items as and when requested by the then-current official rate of Company or the Service Recipient or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority), it will be immediately due . The Grantee also agrees to indemnify and repayable by the Recipient, and keep indemnified the Company and/or or the Employer may recover it at Service Recipient against any time thereafter by Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any of other tax authority or any other relevant authority) on the means referred to in Section 7 of the AgreementGrantee’s behalf. Notwithstanding the foregoing, if the Recipient Grantee is a director or an executive officer of the Company (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amendedAct), the Recipient terms of the immediately foregoing provision will not apply if the indemnification can be eligible for such viewed as a loan to cover the uncollected income taxloan. In such case, if the event that the Recipient is a director or executive officer and the amount of any income tax due is not collected from or paid by the Recipient by Grantee within 90 days of the Due Dateend of the U.K. tax year in which an event giving rise to the indemnification described above occurs, the Recipient understands that the amount of any uncollected income tax taxes may constitute a benefit to the Recipient Grantee on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient Grantee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing paying to the Company or the Employer (Service Recipient, as appropriate) for the value of applicable, any employee NICs due on this additional benefit, which the Company and/or or the Employer Service Recipient may recover from the Recipient Grantee by any of the means referred to in Section 7 Paragraph 6 of the RSU Agreement. NotificationsVersion: June 2020

Responsibility for Taxes. The following provisions supplement provision supplements Section 7 6 of the Agreement: If payment or withholding of the income taxes tax due is not made within ninety (90) days of the end of the U.K. tax year (April 6 - April 5) in which such event giving rise to the income tax liability arisesoccurs, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “"Due Date”"), the amount of any uncollected income tax shall constitute a loan owed by the Recipient Grantee to the Company or the Employer, as applicable, effective on as of the Due Date. The Recipient understands and Grantee agrees that the loan will bear interest at the then-then current official rate of Her Majesty’s Revenue and Customs (“"HMRC”)") official rate, it will be immediately due and repayable by the Recipientrepayable, and the Company and/or or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 6 of the Agreement. Notwithstanding the foregoing, if the Recipient Grantee is a director or an executive officer (as or director of the Company within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended)Act, the Recipient will Grantee shall not be eligible for such a loan to cover the uncollected income taxtax due as described above. In the event that the Recipient Grantee is a director or such an executive officer or director and the income tax due is not collected from or paid by the Recipient by the Due Date, the Recipient understands that the amount of any uncollected income tax may constitute a benefit to the Recipient Grantee on which additional income tax and national insurance contributions (“NICs”) National Insurance Contributions may be payable. The Recipient Grantee acknowledges that the Grantee ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriateapplicable) for the value of any employee NICs due on this additional benefit, which the Company and/or or the Employer may recover from the Recipient Grantee by any of the means referred to in Section 7 6 of the Agreement. Notifications.

Responsibility for Taxes. The following provisions provision supplement Section 7 4.5 of the AgreementAgreement and applies if the Shares are considered readily convertible assets under U.K. law at the time of exercise: If payment The Optionee agrees that if the Service Recipients or withholding the Company does not withhold or otherwise collect the full amount of income taxes is not made tax that the Optionee owes due to the vesting or exercise of the Options or the release, assignment or cancellation of the Options from the Optionee within ninety (90) 90 days of the end of the U.K. tax year in during which the event giving rise to the income tax liability arises, occurs or such other period specified in Section 222(1)(c) of the as required by U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 law (the “Due Date”), then the amount of any uncollected income tax that should have been withheld or collected shall constitute a loan owed by the Recipient Optionee to the EmployerService Recipients, effective on the Due Date. The Recipient understands and Optionee agrees that the loan will bear interest at the then-current official rate Official Rate of Her Majesty’s Revenue and & Customs (the “HMRC”), ) and it will be immediately due and repayable by the Recipient, Optionee and the Company and/or the Employer Service Recipients may recover it at any time thereafter by any of the means referred to in Section 7 4.5 of the Agreement. Notwithstanding the foregoing, if the Recipient Optionee is a an officer or executive director or an executive officer (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amendedAct), the Recipient terms of the provision above will not be eligible for such a loan to cover the uncollected income taxapply. In the event that the Recipient Optionee is a director an officer or executive officer director and the income tax is not collected from or paid by the Recipient Optionee by the Due Date, the Recipient understands that the amount of any uncollected income tax may constitute a benefit to the Recipient Optionee on which additional income tax and national insurance contributions National Insurance Contributions (“NICs”) may be payable. The Recipient Optionee understands that he or she will be responsible for reporting and paying any income tax and NICs due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or and/or the Employer Service Recipients (as appropriate) for the value of any employee NICs due on this additional benefit, which the Company and/or the Employer Service Recipients may recover from the Recipient at any time thereafter by any of the means referred to in Section 7 4.5 of the Agreement. Notifications.

Responsibility for Taxes. The following provisions supplement Section 7 provision supplements the Responsibility for Taxes section of the Global Restricted Stock Unit Grant Agreement: If The Participant agrees that, if payment or withholding of the income taxes tax due is not made within ninety (90) days of the end of the U.K. tax year in which the event giving rise to such income tax liability arises, occurs or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Recipient Participant to the Employer, effective on the Due Date. The Recipient understands and Participant further agrees that the loan will shall bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”), it will ) and be immediately due and repayable by the RecipientParticipant, and that the Company and/or or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 the Responsibility for Taxes section of the Global Restricted Stock Unit Grant Agreement. The Participant authorizes the Company to delay the issuance of any Shares to the Participant unless and until the loan is repaid in full. Notwithstanding the foregoing, if the Recipient Participant is a director “director” or an “executive officer (as officer” within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended)Act, the Recipient will terms of the immediately foregoing provision shall not be eligible for such a loan to cover the uncollected income taxapply. In the event that the Recipient Participant is a director “director” or “executive officer officer” and the income tax is not collected from or paid by the Recipient by the Due Date, the Recipient understands that the amount of any uncollected income tax may constitute a benefit to the Recipient Participant on which additional income tax and national insurance contributions (“NICs”) National Insurance Contributions may be payable. The Recipient Participant understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or and/or the Employer (as appropriateapplicable) for the value of any employee NICs National Insurance Contributions due on this additional benefit, which . The Participant acknowledges that the Company and/or or the Employer may recover from the Recipient such additional National Insurance Contributions at any time thereafter by any of the means referred to in Section 7 the Responsibility for Taxes section of the Global Restricted Stock Unit Grant Agreement. Notifications.

Responsibility for Taxes. The following provisions supplement This provision supplements Section 7 4 of the Agreement: If payment You agree that, if you do not pay or withholding the Employer or the Company does not withhold from you the full amount of income taxes is not made within ninety (90) days Tax-Related Items that you owe at vesting and settlement of the end MSUs, or the release or assignment of the tax year MSUs for consideration, or the receipt of any other benefit in which connection with the income tax liability arisesMSUs (the “Taxable Event”) within 90 days after the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”)0000, then the amount of any uncollected income tax that should have been withheld shall constitute a loan owed by the Recipient you to the Employer, effective on 90 days after the Due DateTaxable Event. The Recipient understands and agrees You agree that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs & Customs’ (“HMRC”), it ) official rate and will be immediately due and repayable by the Recipientyou, and the Company and/or the Employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to you by the Employer, by withholding in shares of Common Stock issued upon vesting of your MSUs or from the means referred cash proceeds from the sale of shares of Common Stock or by demanding cash or a cheque from you. You also authorize the Company to delay the issuance of any shares of Common Stock unless and until the loan is repaid in Section 7 of the Agreementfull. Notwithstanding the foregoing, if the Recipient is a you are an officer or executive director or an executive officer (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the Recipient terms of the immediately foregoing provision will not be eligible for such a loan to cover the uncollected income taxapply. In the event that the Recipient is a director you are an officer or executive officer director and the income tax that is due is not collected from or paid by you within 90 days of the Recipient by the Due DateTaxable Event, the Recipient understands that the amount of any uncollected income tax may constitute a benefit to the Recipient you on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient You will be responsible for reporting and paying any income tax due on this additional benefit directly to the HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriate) for the value of any employee NICs national insurance contributions due on this additional benefit, which the Company and/or the Employer may recover from the Recipient by any of the means referred to in Section 7 of the Agreement. NotificationsVenezuela

Responsibility for Taxes. The following provisions supplement Section 7 paragraph 9 of the Agreement: If payment or withholding of income taxes is not made within ninety (90) days Without limitation to any provision of the end of the tax year in which the income tax liability arises, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”)Agreement, the amount of any uncollected income tax shall constitute a loan owed by the Recipient to the Employer, effective on the Due Date. The Recipient understands and agrees that the loan will bear interest at Recipient is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the then-current official rate of Company or the Employer or by Her Majesty’s Revenue and & Customs (“HMRCHRMC”) (or any other tax authority or any other relevant authority). The Recipient also agrees to indemnify and keep indemnified the Company and, it the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will be immediately due and repayable by pay to HMRC (or any other tax authority or any other relevant authority) on the Recipient, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 of the Agreement’s behalf. Notwithstanding the foregoing, if the Recipient is a director or an executive officer (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the Recipient will not be eligible for such a loan to cover the uncollected income tax. In in the event that the Recipient is a director or executive officer and of the Company (within the meaning of Section 13(k) of the Exchange Act), the Recipient understands that he or she may not be able to indemnify the Company for the amount of any income tax is not collected from or paid by the Recipient by Recipient, in case the Due Dateindemnification could be considered to be a loan. In this case, the Recipient understands that the amount of any uncollected income tax not collected or paid may constitute a benefit to the Recipient on which additional income tax and national insurance National Insurance contributions (“NICs”) may be payable. The Recipient understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (Employer, as appropriate) applicable, for the value of any employee NICs National Insurance contributions due on this additional benefit, which the Company and/or the Employer may recover also be recovered from the Recipient at any time by any of the means referred to in Section 7 paragraph 9 of the Agreement. NotificationsGrant Plan: 11UNP1 PRSU-EE-nonUS-2011 Legal Plan Data Protection. The Company and the Employer will at all times, in operating and administering the Plan, be bound by the provisions (as from time to time in force) of the internal code and/or policies that regulate the Company’s compliance with applicable data privacy laws and for this purpose, the Recipient has received from the Company or, if different, his Employer, a privacy notice that includes details of how his personal data may be used in connection with the Plan. For the avoidance of doubt, the Company and/or the Employer is not processing any personal data of a Recipient on the basis of the consent set out in paragraph 15 of the Agreement.

Responsibility for Taxes. The following provisions supplement This provision supplements Section 7 4 of the Agreement: If payment You agree that, if you do not pay or withholding the Employer or the Company does not withhold from you the full amount of income taxes is not made within ninety (90) days Tax-Related Items that you owe at vesting and settlement of the end MSUs, or the release or assignment of the tax year MSUs for consideration, or the receipt of any other benefit in which connection with the income tax liability arisesMSUs (the “Taxable Event”) within 90 days after the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and XxxxxxxxPensions) Xxx 0000 0000, (the “Due Date”), ) then the amount of any uncollected income tax that should have been withheld shall constitute a loan owed by the Recipient you to the Employer, effective on or the Due Date. The Recipient understands and agrees You agree that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs & Customs’ (“HMRC”), it ) official rate and will be immediately due and repayable by the Recipientyou, and the Company and/or the Employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to you by the Employer, by withholding in shares of Common Stock issued upon vesting of your MSUs or from the means referred cash proceeds from the sale of shares of Common Stock or by demanding cash or a cheque from you. You also authorize the Company to delay the issuance of any shares of Common Stock unless and until the loan is repaid in Section 7 of the Agreementfull. Notwithstanding the foregoing, if the Recipient is a you are an officer or executive director or an executive officer (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the Recipient terms of the immediately foregoing provision will not be eligible for such a loan to cover the uncollected income taxapply. In the event that the Recipient is a director you are an officer or executive officer director and the income tax that is due is not collected from or paid by you within 90 days of the Recipient by the Due DateTaxable Event, the Recipient understands that the amount of any uncollected income tax may constitute a benefit to the Recipient you on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient will You may be responsible for reporting and paying any income tax due on this additional benefit directly to the HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriate) for the value of any employee NICs national insurance contributions due on this additional benefit, which the Company and/or or the Employer may recover from the Recipient you by any of the means referred to in Section 7 4 of the Agreement. NotificationsVenezuela

Responsibility for Taxes. The following provisions shall supplement Section 7 of the Agreement: If payment or withholding of income taxes is not made within ninety (90) days ‘At the request of the end Company at any time before the vesting of the tax year in which the income tax liability arises, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”)Award, the amount of any uncollected income tax shall constitute a loan owed by the Recipient Grantee must elect, to the Employerextent permitted by law, effective on the Due Date. The Recipient understands and agrees that the loan will bear interest at the then-current official rate of using a form approved by Her Majesty’s Revenue and Customs (“HMRC”), it will that the whole or any part of the liability for national insurance contributions arising as a result of a taxable event attributable to the Award or the Grantee’s participation in the Plan shall be immediately due transferred to the Grantee. The Grantee hereby agrees that the Grantee is liable for all Tax-Related Items and repayable hereby covenants to pay all such Tax-Related Items, as and when requested by the Recipient, Company or (if different) the Employer or by HMRC (or any other tax authority or any other relevant authority). The Grantee also hereby agrees to indemnify and keep indemnified the Company and/or and (if different) the Employer may recover it at against any time thereafter by Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC on the Grantee’s behalf (or any of the means referred to in Section 7 of the Agreementother tax authority or any other relevant authority). Notwithstanding the foregoing, if the Recipient Grantee is a director or an executive officer of the Company (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amendedAct), the Recipient will Grantee may not be eligible able to indemnify the Company or the Employer for such a loan to cover the uncollected income tax. In the event that the Recipient is a director or executive officer and the amount of any income tax is not collected from or paid by the Recipient by the Due DateGrantee, the Recipient understands that as it may be considered a loan. In this case, Form approved August 2021 the amount of any uncollected income tax not collected within 90 days after the end of the U.K. tax year in which the event giving rise to the Tax-Related Items occurs may constitute a an additional benefit to the Recipient Grantee on which additional income tax and national insurance contributions (“NICs”) NICs may be payable. The Recipient Grantee understands that the Grantee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or and/or the Employer (as appropriate) for the value of any employee NICs due on this additional benefit, which may be recovered from the Grantee by the Company and/or or the Employer may recover from the Recipient by any of the means referred to in Section 7 of the Agreement. .’ Notifications

Responsibility for Taxes. The following provisions supplement Section 7 9 of the Agreement: You are required to pay to the Company or the Employer, as applicable, any amount of income tax that the Company or the Employer may be required to account to Her Majesty’s Revenue and Customs (“HMRC”) with respect to the event giving rise to the income tax (the “Taxable Event”) that cannot be satisfied by the means described in Section 9 of the Agreement. If payment or withholding of the income taxes tax is not made within ninety (90) days of the end of the tax year in which the income tax liability arises, Taxable Event or such other period specified in Section 222(1)(c) of the as required under U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 law (the “Due Date”), you agree that the amount of any uncollected income tax shall constitute a loan owed by the Recipient you to the Employer, effective on the Due Date. The Recipient understands and agrees You agree that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue HMRC Official Rate and Customs (“HMRC”), it will be immediately due and repayable by the Recipientrepayable, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 9 of the Agreement. If you fail to comply with your obligations in connection with the income tax as described in this section, the Company may refuse to deliver the Shares acquired under the Plan. Notwithstanding the foregoing, if the Recipient is you are a director or an executive officer of the Company (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amendedAct), the Recipient you will not be eligible for such a loan to cover the uncollected income taxtax due. In the event that the Recipient is you are a director or executive officer and the income tax due is not collected from or paid by the Recipient you by the Due Date, the Recipient understands that the amount of any uncollected income tax may will constitute a benefit to the Recipient you on which additional income tax and national insurance National Insurance contributions (“NICs”) may will be payable. The Recipient You will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (Employer, as appropriate) applicable, for the value of any employee NICs due on this additional benefit, which the Company and/or the Employer may recover from the Recipient by any of the means referred to in Section 7 of the Agreement. Notifications.

Responsibility for Taxes. The following provisions supplement supplements Section 7 9 of the Agreement: If payment or withholding of the income taxes tax due is not made within ninety (90) days of after the end of the U.K. tax year in which the income tax event giving rise to the liability arises, occurs or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), the amount of any uncollected income tax liability shall constitute a loan owed by the Recipient Participant to the Employer, effective on as of the Due Date. The Recipient understands and Participant agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and & Customs (“HMRC”), it will be immediately due and repayable by the Recipientrepayable, and the Company and/or or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 9 of the Agreement. Notwithstanding the foregoing, if the Recipient Participant is a director or an executive officer of the Company (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the Recipient will Participant shall not be eligible for such a loan from the Company to cover the uncollected income taxTax-Related Items. In the event that the Recipient Participant is a director or executive officer and the income tax is Tax-Related Items are not collected from or paid by the Recipient Participant by the Due Date, the Recipient understands that the amount of any uncollected income tax may liability will constitute a benefit to the Recipient Participant on which additional income tax and national insurance National Insurance contributions (“NICs”) may will be payable. The Recipient Participant understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (Employer, as appropriate) applicable, for the value of any employee NICs due on this additional benefit, which may be recovered by the Company and/or or the Employer may recover from the Recipient at any time thereafter by any of the means referred to in Section 7 of the Agreement. Notifications.

Responsibility for Taxes. The following provisions supplement Section 7 paragraph 5 of the Agreement: If payment Grantee agrees that if Grantee does not pay or withholding the Employer or the Company does not withhold from Grantee the full amount of income taxes is not made within ninety (90) days Tax-Related Items that Grantee owes due to the vesting or exercise of the end Options, or the release or assignment of the tax year Units for consideration, or the receipt of any other benefit in which connection with the income tax liability arisesUnits (the “Taxable Event”) within 90 days after the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and XxxxxxxxPensions) Xxx 0000 (the “Due Date”)0000, then the amount of any uncollected income tax that should have been withheld shall constitute a loan owed by the Recipient Grantee to the Employer, effective on 90 days after the Due DateTaxable Event. The Recipient understands and Grantee agrees that the loan will bear interest at the then-current HM Revenue and Custom's official rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable by the RecipientGrantee, and the Company and/or the Employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to Grantee by the Employer, by withholding in Stock issued upon exercise of the means referred Options or from the cash proceeds from the sale of Stock or by demanding cash or a cheque from Grantee. Grantee also authorizes the Company to delay the issuance of any Stock to Grantee unless and until the loan is repaid in Section 7 of the Agreementfull. Notwithstanding the foregoing, if the Recipient Grantee is a an officer or executive director or an executive officer (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the Recipient terms of the immediately foregoing provision will not be eligible for such a loan to cover the uncollected income taxapply. In the event that the Recipient Grantee is a director an officer or executive officer director and the income tax is Tax-Related Items are not collected from or paid by Grantee within 90 days of the Recipient by the Due DateTaxable Event, the Recipient understands that the amount of any uncollected income tax Tax-Related Items may constitute a benefit to the Recipient Grantee on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing Grantee acknowledges that the Company or the Employer (as appropriate) for the value of any employee NICs due on this additional benefit, which the Company and/or the Employer may recover from the Recipient any such additional income tax and national insurance contributions at any time thereafter by any of the means referred to in Section 7 paragraph 5 of the Agreement. Notifications.

Responsibility for Taxes. The following provisions shall supplement Section 7 of the Agreement: If payment or withholding of income taxes is not made within ninety (90) days ‘At the request of the end Company at any time before the vesting of the tax year in which the income tax liability arises, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”)Award, the amount of any uncollected income tax shall constitute a loan owed by the Recipient Grantee must elect, to the Employerextent permitted by law, effective on the Due Date. The Recipient understands and agrees that the loan will bear interest at the then-current official rate of Her Majesty’s using a form approved by HM Revenue and Customs (“HMRC”), it will that the whole or any part of the liability for national insurance contributions arising as a result of a taxable event attributable to the Award or the Grantee’s participation in the Plan shall be immediately due transferred to the Grantee. The Grantee hereby agrees that the Grantee is liable for all Tax-Related Items and repayable hereby covenants to pay all such Tax-Related Items, as and when requested by the RecipientCompany or (if different) the Employer or by HMRC (or any other tax authority or any other relevant authority). The Grantee also hereby agrees to indemnify and keep indemnified the Company and (if different) the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC on the Grantee’s behalf (or any other tax authority or any other relevant authority). For purposes of this Agreement, Tax-Related Items include (without limitation) employment income tax, employee National Insurance contributions (“NICs”) and the Company and/or the Employer may recover it at any time thereafter by any employee portion of the means referred to in Section 7 of the AgreementHealth and Social Care levy. Notwithstanding the foregoing, if the Recipient Grantee is a director or an executive officer of the Company (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amendedAct), the Recipient will Grantee may not be eligible able to indemnify the Company or the Employer for such a loan to cover the uncollected income tax. In the event that the Recipient is a director or executive officer and the amount of any income tax is not collected from or paid by the Recipient by the Due DateGrantee, the Recipient understands that as it may be considered a loan. In this case, the amount of any uncollected income tax not collected within 90 days after the end of the U.K. tax year in which the event giving rise to the Tax-Related Items occurs may constitute a an additional benefit to the Recipient Grantee on which additional income tax and national insurance contributions (“NICs”) NICs and Health and Social Care levy may be payable. The Recipient Grantee understands that the Grantee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or and/or the Employer (as appropriate) for the value of any employee NICs and employee Health and Social Care levy due on this additional benefit, which may be recovered from the Grantee by the Company and/or or the Employer may recover from the Recipient by any of the means referred to in Section 7 of the Agreement. .’ Notifications

Responsibility for Taxes. The following provisions supplement Section 7 of the Agreement: If payment or withholding of income taxes is not made within ninety (90) days of the end of the tax year in which the income tax liability arises, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Recipient to the Employer, effective on the Due Date. The Recipient understands and agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable by the Recipient, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 of the Agreement. Notwithstanding the foregoing, if the Recipient is a director or an executive officer (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the Recipient will not be eligible for such a loan to cover the uncollected income tax. In the event that the Recipient is a director or executive officer and the income tax is not collected from or paid by the Recipient by the Due Date, the Recipient understands that the amount of any uncollected income tax may constitute a benefit to the Recipient on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriate) for the value of any employee NICs due on this additional benefit, which the Company and/or the Employer may recover from the Recipient by any of the means referred to in Section 7 of the Agreement. NotificationsURUGUAY Data Privacy The following provision supplements Section 11 of the Agreement: The Recipient understands that his or her Data will be collected by his or her Employer and will be transferred to KO at Xxx Xxxx-Xxxx Xxxxx, Xxxxxxx Xxxxxxx, 00000, Xxxxxx Xxxxxx and/or any financial institutions or brokers involved in the management and administration of the Plan. The Recipient further understands that any of these entities may store the Recipient’s Data for purposes of administering his or her participation in the Plan.

Responsibility for Taxes. The following provisions supplement Section 7 This provision supplements the Responsibility for Taxes section of the Agreement: If payment or withholding of the income taxes tax owed on the vesting of the Stock Unit and issuance of Shares or other disposal of this Award is not made within ninety (90) days of the end of the U.K. tax year in which the income tax liability arises, event occurs or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and XxxxxxxxPensions) Xxx 0000 Act 2003 (the “Due Date”), the amount of any uncollected income tax xxx xxxxxx xxxx should have been withheld from or paid by you shall constitute a loan owed by the Recipient you to the EmployerCompany or the Parent, Subsidiary or Affiliate retaining your Service, effective on the Due Date. The Recipient understands and agrees You agree that the loan will bear interest at the then-current official rate Official Rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable by the Recipientrepayable, and the Company and/or or the Employer Parent, Subsidiary or Affiliate retaining your Service may recover it at any time thereafter by any of the means referred to in Section 7 of the Responsibility for Taxes section in the Agreement. Notwithstanding the foregoing, if the Recipient is you are a director or an executive officer of the Company (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amendedAct), the Recipient you will not be eligible for such a loan to cover the uncollected income taxtaxes. In the event that the Recipient is you are a director or executive officer and the income tax is taxes are not collected from or paid by the Recipient you by the Due Date, the Recipient understands that the amount of any uncollected income tax may constitute a benefit to the Recipient you on which additional income tax and national insurance contributions National Insurance Contributions (“NICs”) (including the Employer NICs, as defined below) may be payable. The Recipient You will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime regime, and for reimbursing the Company and/or the Parent, Subsidiary or the Employer Affiliate retaining your Service (as appropriate) for the value of any employee NICs due on this additional benefit, benefit which the Company and/or the Employer Parent, Subsidiary or Affiliate retaining your Service may recover from the Recipient you by any of the means referred to set forth in Section 7 the Responsibility for Taxes section of the Agreement. Notifications.

Responsibility for Taxes. The following provisions supplement provision supplements Section 7 11 of the AgreementExhibit A: If payment or withholding of the income taxes tax due is not made within ninety (90) days of the end of event giving rise to the tax year in which the income tax liability arises, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Recipient Participant to the Company or the Employer, as applicable, effective on as of the Due Date. The Recipient understands and Participant agrees that the loan will bear interest at the then-then current official rate of Her Majesty’s Revenue and Customs (“HMRC”)) official rate, it will be immediately due and repayable by the Recipientrepayable, and the Company and/or or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 11 of the Agreement. Exhibit A. Notwithstanding the foregoing, if the Recipient Participant is a director or an executive officer (as or director of the Company within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended)Act, the Recipient will Participant shall not be eligible for such a loan to cover the uncollected income taxtax due as described above. In the event that the Recipient Participant is a director or such an executive officer or director and the income tax due is not collected from or paid by the Recipient by the Due Date, the Recipient understands that the amount of any uncollected income tax may constitute a benefit to the Recipient Participant on which additional income tax and national insurance contributions (“NICs”) National Insurance Contributions may be payable. The Recipient Participant acknowledges that the Participant ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriateapplicable) for the value of any employee NICs due on this additional benefit, which the Company and/or or the Employer may recover from the Recipient Participant by any of the means referred to in Section 7 11 of the Agreement. NotificationsExhibit A. United States No country-specific terms apply.

Responsibility for Taxes. The following provisions supplement This provision supplements Section 7 4 of the Agreement: If payment You agree that, if you do not pay or withholding the Employer or the Company does not withhold from you the full amount of income taxes is not made within ninety (90) days Tax-Related Items that you owe at vesting and settlement of the end RSUs, or the release or assignment of the tax year RSUs for consideration, or the receipt of any other benefit in which connection with the income tax liability arisesRSUs (the “Taxable Event”) within 90 days after the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), then the amount of any uncollected income tax that should have been withheld shall constitute a loan owed by the Recipient you to the Employer, effective on or the Due Date. The Recipient understands and agrees You agree that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs & Customs’ (“HMRC”), it ) official rate and will be immediately due and repayable by the Recipientyou, and the Company and/or the Employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to you by the Employer, by withholding in shares of Common Stock issued upon vesting of your RSUs or from the means referred cash proceeds from the sale of shares of Common Stock or by demanding cash or a cheque from you. You also authorize the Company to delay the issuance of any shares of Common Stock unless and until the loan is repaid in Section 7 of the Agreementfull. Notwithstanding the foregoing, if the Recipient is a you are an officer or executive director or an executive officer (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the Recipient terms of the immediately foregoing provision will not be eligible for such a loan to cover the uncollected income taxapply. In the event that the Recipient is a director you are an officer or executive officer director and the income tax that is due is not collected from or paid by you within 90 days of the Recipient by the Due DateTaxable Event, the Recipient understands that the amount of any uncollected income tax may constitute a benefit to the Recipient you on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient will You may be responsible for reporting and paying any income tax due on this additional benefit directly to the HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriate) for the value of any employee NICs national insurance contributions due on this additional benefit, which the Company and/or or the Employer may recover from the Recipient you by any of the means referred to in Section 7 4 of the Agreement. NotificationsVenezuela

Responsibility for Taxes. The following provisions supplement Section 7 Paragraph 6 of the RSU Agreement: If payment or withholding of income taxes is not made within ninety (90) days Without limitation to Paragraph 6 of the end of the tax year in which the income tax liability arises, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”)RSU Agreement, the amount of any uncollected income tax shall constitute a loan owed by the Recipient to the Employer, effective on the Due Date. The Recipient understands and Grantee agrees that the loan will bear interest at Grantee is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items as and when requested by the then-current official rate of Her Majesty’s Company or the Service Recipient or by HM Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority), it will be immediately due . The Grantee also agrees to indemnify and repayable by the Recipient, and keep indemnified the Company and/or or the Employer may recover it at Service Recipient against any time thereafter by Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any of other tax authority or any other relevant authority) on the means referred to in Section 7 of the AgreementGrantee’s behalf. Notwithstanding the foregoing, if the Recipient Grantee is a director or an executive officer of the Company (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amendedAct), the Recipient terms of the immediately foregoing provision will not apply if the indemnification can be eligible for such viewed as a loan to cover the uncollected income taxloan. In such case, if the event that the Recipient is a director or executive officer and the amount of any income tax due is not collected from or paid by the Recipient by Grantee within 90 days of the Due Dateend of the U.K. tax year in which an event giving rise to the indemnification described above occurs, the Recipient understands that the amount of any uncollected income tax taxes may constitute a benefit to the Recipient Grantee on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient Grantee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing paying to the Company or the Employer (Service Recipient, as appropriate) for the value of applicable, any employee NICs due on this additional benefit, which the Company and/or or the Employer Service Recipient may recover from the Recipient Grantee by any of the means referred to in Section 7 Paragraph 6 of the RSU Agreement. NotificationsVersion: May 2023 URUGUAY

Responsibility for Taxes. The following provisions supplement Section 7 This provision supplements paragraph 8 of the Option Agreement: . If payment or withholding of the income taxes tax due is not made within ninety (90) days of the end of the tax year in which event giving rise to the income tax liability arises, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Recipient Optionee to the Employer, effective on as of the Due Date. The Recipient understands and Optionee agrees that the loan will bear interest at the then-current official rate Official Rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable by the Recipientrepayable, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 paragraph 6 of the Option Agreement. The Optionee authorizes the Company to delay the issuance of Shares to the Optionee unless and until the loan is repaid in full. Notwithstanding the foregoing, if the Recipient Optionee is a director or an executive officer of the Company (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the Recipient Optionee will not be eligible for such a loan to cover the uncollected income taxtax due. In the event that the Recipient Optionee is a director or executive officer and the income tax is not collected from or paid by the Recipient Optionee by the Due Date, the Recipient understands that the amount of any uncollected income tax may will constitute a benefit to the Recipient Optionee on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient Optionee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or and/or the Employer (as appropriateapplicable) for the value of any employee NICs due on this additional benefit, which the Company and/or the Employer may recover from the Recipient by any of the means referred to in Section 7 of the Agreement. Notifications.

Responsibility for Taxes. The following provisions supplement Section 7 provision supplements the Responsibility for Taxes section of the Global Restricted Stock Unit Grant Agreement: If The Participant agrees that, if payment or withholding of the income taxes tax due is not made within ninety (90) days of the end of the U.K. tax year in which the event giving rise to such income tax liability arises, occurs or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Recipient Participant to the Employer, effective on the Due Date. The Recipient understands and Participant further agrees that the loan will shall bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”), it will ) and be immediately due and repayable by the RecipientParticipant, and that the Company and/or or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 the Responsibility for Taxes section 15 of 16 of the Global Restricted Stock Unit Grant Agreement. The Participant authorizes the Company to delay the issuance of any Shares to the Participant unless and until the loan is repaid in full. Notwithstanding the foregoing, if the Recipient Participant is a director “director” or an “executive officer (as officer” within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended)Act, the Recipient will terms of the immediately foregoing provision shall not be eligible for such a loan to cover the uncollected income taxapply. In the event that the Recipient Participant is a director “director” or “executive officer officer” and the income tax is not collected from or paid by the Recipient by the Due Date, the Recipient understands that the amount of any uncollected income tax may constitute a benefit to the Recipient Participant on which additional income tax and national insurance contributions (“NICs”) National Insurance Contributions may be payable. The Recipient Participant understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or and/or the Employer (as appropriateapplicable) for the value of any employee NICs National Insurance Contributions due on this additional benefit, which . The Participant acknowledges that the Company and/or or the Employer may recover from the Recipient such additional National Insurance Contributions at any time thereafter by any of the means referred to in Section 7 the Responsibility for Taxes section of the Global Restricted Stock Unit Grant Agreement. Notifications.

Responsibility for Taxes. The following provisions supplement Section 7 3 of the Agreement: If payment or withholding of income taxes is not made within ninety (90) days of the end of the tax year in which the income tax liability arises, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and XxxxxxxxPensions) Xxx 0000 Act 2003 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Recipient optionee to the Employer, effective on the Due Date. The Recipient optionee understands and agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable by the Recipientoptionee, and the Company KO and/or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 3 of the Agreement. Notwithstanding the foregoing, if the Recipient optionee is a director or an executive officer (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the Recipient optionee will not be eligible for such a loan to cover the uncollected income tax. In the event that the Recipient optionee is a director or executive officer and the income tax is not collected from or paid by the Recipient optionee by the Due Date, the Recipient optionee understands that the amount of any uncollected income tax may constitute a benefit to the Recipient optionee on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient optionee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company KO or the Employer (as appropriate) for the value of any employee NICs due on this additional benefit, which the Company KO and/or the Employer may recover from the Recipient optionee by any of the means referred to in Section 7 3 of the Agreement. NotificationsURUGUAY Data Privacy The following provision supplements Section 10 of the Agreement: The optionee understands that his or her Data will be collected by his or her Employer and will be transferred to KO at Xxx Xxxx-Xxxx Xxxxx, Xxxxxxx Xxxxxxx, 00000, Xxxxxx Xxxxxx and/or any financial institutions or brokers involved in the management and administration of the Plan. The optionee further understands that any of these entities may store the optionee’s Data for purposes of administering his or her participation in the Plan.

Responsibility for Taxes. The following provisions supplement This provision supplements Section 7 9 of the Agreement: If payment You agree that, if you do not pay or withholding the Employer or the Company does not withhold from you the full amount of income taxes is not made within ninety (90) days Tax-Related Items that you owe at vesting and settlement of the end Performance Share Units, or the release or assignment of the tax year Performance Share Units for consideration, or the receipt of any other benefit in which connection with the income tax liability arisesPerformance Share Units (the “Taxable Event”) within 90 days after the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and XxxxxxxxPensions) Xxx 0000 Act 2003 (the “Due Date”), then the amount of any uncollected income tax that should have been withheld shall constitute a loan owed by the Recipient you to the Employer, effective on or the Due Date. The Recipient understands and agrees You agree that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs & Customs’ (“HMRC”), it ) official rate and will be immediately due and repayable by the Recipientyou, and the Company and/or the Employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to you by the Employer, by withholding in Shares issued upon vesting of your Performance Share Units or from the means referred cash proceeds from the sale of Shares or by demanding cash or a cheque from you. You also authorize the Company to delay the issuance of any Shares unless and until the loan is repaid in Section 7 of the Agreementfull. Notwithstanding the foregoing, if the Recipient is a you are an officer or executive director or an executive officer (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the Recipient terms of the immediately foregoing provision will not be eligible for such a loan to cover the uncollected income taxapply. In the event that the Recipient is a director you are an officer or executive officer director and the income tax that is due is not collected from or paid by you within 90 days of the Recipient by the Due DateTaxable Event, the Recipient understands that the amount of any uncollected income tax may constitute a benefit to the Recipient you on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient will You may be responsible for reporting and paying any income tax due on this additional benefit directly to the HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriate) for the value of any employee NICs national insurance contributions due on this additional benefit, which the Company and/or or the Employer may recover from the Recipient you by any of the means referred to in Section 7 9 of the Agreement. NotificationsVenezuela

Responsibility for Taxes. The following provisions supplement Section 7 5 of the AgreementTerms and Conditions: You must pay to the Company or the Employer any amount of income tax due that the Company or the Employer may be required to account to Her Majesty’s Revenue and Customs (“HMRC”) with respect to the event giving rise to the Tax-Related Items (the “Taxable Event”) that cannot be satisfied by the means described in this Section 5. If payment or withholding of the income taxes Exhibit 10.90 tax is not made within ninety (90) 90 days of the end of the U.K. tax year in which the income tax liability arises, Taxable Event occurs or such other period specified in Section 222(1)(c) of the as required under U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 law (the “Due Date”), you agree that the amount of any uncollected income tax shall will (assuming you are not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended)) constitute a loan owed by the Recipient you to the EmployerCompany or the Employer (as applicable), effective on the Due Date. The Recipient understands and agrees You agree that the loan will bear interest at the then-current HMRC official rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable by the Recipientrepayable, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in this Section 7 of 5. If you fail to comply with your obligations in connection with the Agreementincome tax due as described in this Section 5, the Company may refuse to deliver the Shares acquired under the Plan. Notwithstanding the foregoing, if the Recipient is you are a director or an executive officer of the Company (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the Recipient you will not be eligible for such a loan to cover the uncollected income taxtax due. In the event that the Recipient is you are a director or executive officer and the income tax due is not collected from or paid by the Recipient you by the Due Date, the Recipient understands that the amount of any uncollected income tax may constitute a benefit to the Recipient you on which additional income tax and national insurance National Insurance contributions (“NICs”) may be payable. The Recipient You will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (Employer, as appropriate) applicable, for the value of any employee NICs National Insurance contributions due on this additional benefit, which . You acknowledge that the Company and/or or the Employer may recover from the Recipient any such National Insurance contributions at any time thereafter by any of the means referred to in this Section 7 of the Agreement. Notifications5.

Responsibility for Taxes. The following provisions supplement Section 7 paragraph 5 of the Agreement: If payment Grantee agrees that if Grantee does not pay or withholding the Employer or the Company does not withhold from Grantee the full amount of income taxes is not made within ninety (90) days Tax-Related Items that Grantee owes due to the vesting or exercise of the end Options, or the release or assignment of the tax year Units for consideration, or the receipt of any other benefit in which connection with the income tax liability arisesUnits (the “Taxable Event”) within 90 days after the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and XxxxxxxxPensions) Xxx 0000 (the “Due Date”)0000, then the amount of any uncollected income tax that should have been withheld shall constitute a loan owed by the Recipient Grantee to the Employer, effective on 90 days after the Due DateTaxable Event. The Recipient understands and Grantee agrees that the loan will bear interest at the then-current HM Revenue and Custom’s official rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable by the RecipientGrantee, and the Company and/or the Employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to Grantee by the Employer, by withholding in Stock issued upon exercise of the means referred Options or from the cash proceeds from the sale of Stock or by demanding cash or a cheque from Grantee. Grantee also authorizes the Company to delay the issuance of any Stock to Grantee unless and until the loan is repaid in Section 7 of the Agreementfull. Notwithstanding the foregoing, if the Recipient Grantee is a an officer or executive director or an executive officer (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the Recipient terms of the immediately foregoing provision will not be eligible for such a loan to cover the uncollected income taxapply. In the event that the Recipient Grantee is a director an officer or executive officer director and the income tax is Tax-Related Items are not collected from or paid by Grantee within 90 days of the Recipient by the Due DateTaxable Event, the Recipient understands that the amount of any uncollected income tax Tax-Related Items may constitute a benefit to the Recipient Grantee on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing Grantee acknowledges that the Company or the Employer (as appropriate) for the value of any employee NICs due on this additional benefit, which the Company and/or the Employer may recover from the Recipient any such additional income tax and national insurance contributions at any time thereafter by any of the means referred to in Section 7 paragraph 5 of the Agreement. Notifications.

Responsibility for Taxes. The following provisions supplement provision supplements Section 7 9 of the Agreement: If The Participant agrees that if payment or withholding of income taxes tax due in connection with the vesting of the RSUs, or the release or assignment of the RSUs for consideration, or the receipt of any other benefit in connection with the RSUs (the “Taxable Event”), is not made within ninety (90) 90 days of after the end of the U.K. tax year in which the income tax liability arises, Taxable Event occurs or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Recipient Participant to the Affiliate employing the Participant (the “Employer”), effective on the Due Date. The Recipient understands and Participant agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”), it ) and will be immediately due and repayable by the RecipientParticipant, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 of 9 in the Agreement. Notwithstanding the foregoing, if the Recipient Participant is a director or an executive officer or director of the Company (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amendedAcgt), the Recipient will Participant shall not be eligible for such a loan from the Company to cover the uncollected income taxtax due. In the event that the Recipient Participant is a director or an executive officer or director and the income tax is not collected from or paid by the Recipient Participant by the Due Date, the Recipient understands that the amount of any uncollected income tax may constitute a benefit to the Recipient Participant on which additional income tax and national insurance National Insurance contributions (“NICs”) may be payable. The Recipient Participant understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or and/or the Employer (as appropriate) for the value of any employee NICs due on this additional benefit, benefit which the Company and/or the Employer may recover from the Recipient Participant by any of the means referred to set forth in Section 7 9 of the Agreement. Notifications.

Responsibility for Taxes. The following provisions supplement Section 7 8 of the Agreement: If payment or withholding of the income taxes tax due in connection with the Option is not made within ninety (90) days of the end of the tax year in which of any event giving rise to the income tax liability arises, occurs or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Recipient Grantee to the Employer, effective on the Due Date. The Recipient understands and Grantee agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”), it ) and will be immediately due and repayable by the RecipientGrantee, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 8 of the AgreementAgreement or otherwise permitted under the Plan. The Grantee authorizes the Company to delay the issuance of any Shares unless and until the loan is repaid in full. Notwithstanding the foregoing, if the Recipient Grantee is a director or an executive officer or director (as within the meaning of Section section 13(k) of the U.S. Securities Exchange Act of 1934, as amendedAct), the Recipient will Grantee shall not be eligible for such a loan to cover the uncollected income taxtax due as described above. In the event that the Recipient Grantee is a director or an executive officer or director and the income tax is Tax-Related Items are not collected from or paid by the Recipient Grantee by the Due Date, the Recipient understands that the amount of any uncollected income tax Tax-Related Items may constitute a benefit to the Recipient Grantee on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient the Grantee acknowledges that the Grantee ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriateapplicable) for the value of any employee NICs national insurance contribution due on this additional benefit, which . The Grantee further acknowledges that the Company and/or or the Employer may recover such amounts from the Recipient Grantee by any of the means referred to in Section 7 8 of the Agreement. Notifications, or otherwise permitted under the Plan.