Common use of Tax Obligations Clause in Contracts

Tax Obligations. The Participant hereby agrees to make adequate provision for any sums required to satisfy the applicable federal, state, local and foreign employment, social insurance, payroll, income and other tax withholding obligations of the Company or any Affiliate (the “Tax Obligations”) that arise in connection with this Award. The satisfaction of the Tax Obligations shall occur at the time the Participant receives a distribution of Common Stock or other property pursuant to this Award, or at any time prior to such time or thereafter as reasonably requested by the Company and/or any Affiliate in accordance with applicable law. The Participant hereby authorizes the Company, at its sole discretion and subject to any limitations under applicable law, to satisfy any such Tax Obligations by any of the following methods: (1) in the event the PRU is to be settled in part in cash rather than settled in full in Shares, withholding from the cash to be distributed to the Participant in settlement of this Award, (2) permitting the Participant to enter into a “same day sale” commitment with a broker-dealer that is a member of the National Association of Securities Dealers (an “NASD Dealer”) whereby the Participant irrevocably elects to sell a portion of the Shares to be delivered under the Award to satisfy the applicable Tax Obligations and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the proceeds necessary to satisfy the Tax Obligations directly to the Company and/or its Affiliates, and (3) withholding Shares that are otherwise to be issued and delivered to the Participant under this Award in satisfaction of the Tax Obligations; provided, however, that the amount of the Shares so withheld pursuant to alternative (3) shall not exceed the amount necessary to satisfy the required Tax Obligations using the minimum statutory withholding rates that are applicable to this kind of income. In addition, to the extent this Award is not settled in cash, the Company is authorized to satisfy any Tax Obligations by withholding for the Tax Obligations from wages and other cash compensation payable to the Participant or by causing the Participant to tender a cash payment to the Company if the Committee determines in good faith at the time the Tax Obligations arises that withholding pursuant to the foregoing alternatives (2) and (3) above are not in the best interest of the Company or the Participant. In the event the Tax Obligations arises prior to the delivery to the Participant of Common Stock or it is determined after the delivery of Shares or other property that the amount of the Tax Obligations was greater than the amount withheld by the Company and/or any Affiliate, the Participant shall indemnify and hold the Company and its Affiliates harmless from any failure by the Company and/or any Affiliate to withhold the proper amount. The Company may refuse to deliver the Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax Obligations as described in this Paragraph 7.

Tax Obligations. The Participant hereby agrees Regardless of any action the Company or the Employer takes with respect to make adequate provision for any sums required to satisfy the applicable or all federal, state, local and or foreign employmentincome tax, social insurance, payrollpayroll tax, income and payment on account or other tax withholding obligations of related-items (“Tax Related-Items”), Participant acknowledges that the ultimate liability for all Tax Related-Items associated with this Award is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company, and the Company and the Employer (i) make no representations or undertakings regarding the treatment of any Affiliate (the “Tax Obligations”) that arise Related-Items in connection with this Award. The satisfaction of the Tax Obligations shall occur at the time the Participant receives a distribution of Common Stock or other property pursuant to this Award, or at any time prior to such time or thereafter as reasonably requested by the Company and/or any Affiliate in accordance with applicable law. The Participant hereby authorizes the Company, at its sole discretion and subject to any limitations under applicable law, to satisfy any such Tax Obligations by any of the following methods: (1) in the event the PRU is to be settled in part in cash rather than settled in full in Shares, withholding from the cash to be distributed to the Participant in settlement aspect of this Award, (2) permitting including, but not limited to, the Participant to enter into a “same day sale” commitment with a broker-dealer that is a member grant of the National Association of Securities Dealers (an “NASD Dealer”) whereby Award, the Participant irrevocably elects to sell a portion vesting of the Award, the subsequent sale of Shares acquired pursuant to be delivered under the Award to satisfy and the applicable Tax Obligations and whereby the NASD Dealer irrevocably commits upon receipt of such Shares any dividends; and (ii) do not commit to forward structure the proceeds necessary terms of the grant or any aspect of this Award to satisfy the reduce or eliminate Participant’s liability for Tax Obligations directly Related-Items. Further, if Participant is subject to tax in more than one jurisdiction, Participant acknowledges that the Company and/or its Affiliatesthe Employer (or former employer, and (3as applicable) withholding Shares that are otherwise may be required to be issued and delivered withhold or account for Tax Related-Items in more than one jurisdiction. Prior to the Participant under delivery of Shares upon the vesting of this Award in satisfaction Award, if Participant's country of residence (and/or the Tax Obligations; providedcountry of employment, however, that the amount if different) requires withholding of the Shares so withheld pursuant to alternative (3) shall not exceed the amount necessary to satisfy the required Tax Obligations using the minimum statutory withholding rates that are applicable to this kind of income. In addition, to the extent this Award is not settled in cashTax-Related Items, the Company is authorized or the Employer: (i) shall withhold a sufficient number of whole Shares otherwise issuable upon the vesting of the Award that have an aggregate Fair Market Value sufficient to satisfy pay the Tax-Related Items required to be withheld (in which case, the cash equivalent of such withheld Shares shall be used to settle the withholding obligation); (ii) shall withhold an amount from Participant's regular salary and/or wages, or from any Tax Obligations by withholding for the Tax Obligations from wages and other cash compensation amounts payable to the Participant Participant; or by causing the (iii) require Participant to tender make a cash payment to the Company if or the Committee determines in good faith at the time the Tax Obligations arises that withholding pursuant Employer equal to the foregoing alternatives (2) and (3) above are not in amount of Tax-Related Items required to be withheld. Depending on the best interest of applicable method, the Company or the Employer, as applicable, may withhold or account for Tax-Related Items by considering applicable statutory withholding rates, but such withholding shall not exceed an amount of withholding based on the maximum statutory rates in Participant's applicable tax jurisdictions. In the event the Tax Obligations arises prior to withholding requirements are not satisfied through the delivery to the Participant of Common Stock or it is determined after the delivery withholding of Shares or through Participant's regular salary and/or wages or other property amounts payable to Participant, no Shares will be issued to Participant unless and until satisfactory arrangements (as determined by the Committee) have been made by Participant with respect to the payment of any Tax-Related Items which the Company determines, in its sole discretion, must be withheld or collected with respect to this Award. If Participant is subject to taxation in more than one jurisdiction, Participant acknowledges that the amount of the Tax Obligations was greater than the amount withheld by the Company and/or any Affiliate, the Participant shall indemnify and hold the Company and its Affiliates harmless from any failure by the Company and/or any Affiliate Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. By accepting the proper amountthis Award, Participant expressly consents to the withholding of Shares and/or the withholding of amounts from Participant's regular salary and/or wages, or other amounts payable to Participant, as provided for hereunder. The Company may refuse All other Tax-Related Items related to deliver this Award and any Shares acquired pursuant to the Shares if the Participant fails to comply with the vesting of this Award are Participant’s obligations in connection with the Tax Obligations as described in this Paragraph 7's sole responsibility.

Tax Obligations. The Participant hereby agrees Regardless of any action the Company or the Employer takes with respect to make adequate provision for any sums required to satisfy the applicable or all federal, state, local and or foreign employmentincome tax, social insurance, payrollpayroll tax, income and payment on account or other tax related-items (“Tax Related-Items”), Participant acknowledges that the ultimate liability for all Tax Related-Items associated with this Option is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company, and the Company and the Employer (i) make no representations or undertakings regarding the treatment of any Tax Related-Items in connection with any aspect of this Option, including, but not limited to, the grant, vesting or exercise of this Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of this Option to reduce or eliminate Participant’s liability for Tax Related-Items. Further, if Participant is subject to tax in more than one jurisdiction, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax Related-Items in more than one jurisdiction. Prior to the delivery of Shares upon the exercise of this Option, if Participant's country of residence (and/or the country of employment, if different) requires withholding obligations of Tax-Related Items, the Company or any Affiliate the Employer: (i) shall withhold a sufficient number of whole Shares otherwise issuable upon the “Tax Obligations”exercise of this Option that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld (in which case, the cash equivalent of such withheld Shares shall be used to settle the withholding obligation); (ii) that arise in connection with this Award. The satisfaction of the Tax Obligations shall occur at the time the Participant receives a distribution of Common Stock or other property pursuant to this Awardwithhold an amount from Participant's regular salary and/or wages, or at from any time prior other amounts payable to such time Participant; or thereafter as reasonably requested by the Company and/or any Affiliate in accordance with applicable law. The Participant hereby authorizes the Company, at its sole discretion and subject to any limitations under applicable law, to satisfy any such Tax Obligations by any of the following methods: (1iii) in the event the PRU is to be settled in part in cash rather than settled in full in Shares, withholding from the cash to be distributed to the Participant in settlement of this Award, (2) permitting the require Participant to enter into make a “same day sale” commitment with a broker-dealer that is a member of the National Association of Securities Dealers (an “NASD Dealer”) whereby the Participant irrevocably elects to sell a portion of the Shares to be delivered under the Award to satisfy the applicable Tax Obligations and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the proceeds necessary to satisfy the Tax Obligations directly to the Company and/or its Affiliates, and (3) withholding Shares that are otherwise to be issued and delivered to the Participant under this Award in satisfaction of the Tax Obligations; provided, however, that the amount of the Shares so withheld pursuant to alternative (3) shall not exceed the amount necessary to satisfy the required Tax Obligations using the minimum statutory withholding rates that are applicable to this kind of income. In addition, to the extent this Award is not settled in cash, the Company is authorized to satisfy any Tax Obligations by withholding for the Tax Obligations from wages and other cash compensation payable to the Participant or by causing the Participant to tender a cash payment to the Company if or the Committee determines in good faith at the time the Tax Obligations arises that withholding pursuant Employer equal to the foregoing alternatives (2) and (3) above are not in amount of Tax-Related Items required to be withheld. Depending on the best interest of applicable method, the Company or the Employer, as applicable, may withhold or account for Tax-Related Items by considering applicable statutory withholding rates, but such withholding shall not exceed an amount of withholding based on the maximum statutory rates in Participant's applicable tax jurisdictions. In the event the Tax Obligations arises prior to withholding requirements are not satisfied through the delivery to the Participant of Common Stock or it is determined after the delivery withholding of Shares or through Participant's regular salary and/or wages or other property amounts payable to Participant, no Shares will be issued to Participant unless and until satisfactory arrangements (as determined by the Committee) have been made by Participant with respect to the payment of any Tax-Related Items which the Company determines, in its sole discretion, must be withheld or collected with respect to this Option. If Participant is subject to taxation in more than one jurisdiction, Participant acknowledges that the amount of the Tax Obligations was greater than the amount withheld by the Company and/or any Affiliate, the Participant shall indemnify and hold the Company and its Affiliates harmless from any failure by the Company and/or any Affiliate Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. By accepting the proper amountgrant of this Option, Participant expressly consents to the withholding of Shares and/or the withholding of amounts from Participant's regular salary and/or wages, or other amounts payable to Participant, as provided for hereunder. The Company may refuse All other Tax-Related Items related to deliver this Option and any Shares acquired pursuant to the Shares if the Participant fails to comply with the exercise of this Option are Participant’s obligations in connection with the Tax Obligations as described in this Paragraph 7's sole responsibility.

Tax Obligations. The Participant hereby agrees to make adequate provision for any sums required to satisfy the applicable federal, state, local and foreign employment, social insurance, payroll, income and other tax withholding obligations of the Company or any Affiliate (the “Tax Obligations”) that arise in connection with this Award. The satisfaction of the Tax Obligations shall occur at the time the Participant receives a distribution of Common Stock or other property pursuant to this Award, or at any time prior to such time or thereafter as reasonably requested by the Company and/or any Affiliate in accordance with applicable law. The Participant hereby authorizes the Company, at its sole discretion and subject to any limitations under applicable law, to satisfy any such Tax Obligations by any of the following methods: (1) in the event the TSR PRU is to be settled in part in cash rather than settled in full in Shares, withholding from the cash to be distributed to the Participant in settlement of this Award, (2) permitting the Participant to enter into a “same day sale” commitment with a broker-dealer that is a member of the National Association of Securities Dealers (an “NASD Dealer”) whereby the Participant irrevocably elects to sell a portion of the Shares to be delivered under the Award to satisfy the applicable Tax Obligations and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the proceeds necessary to satisfy the Tax Obligations directly to the Company and/or its Affiliates, and (3) withholding Shares that are otherwise to be issued and delivered to the Participant under this Award in satisfaction of the Tax Obligations; provided, however, that Obligations up to the amount of the Shares so withheld pursuant to alternative (3) shall not exceed the amount necessary to satisfy the required Tax Obligations using the minimum maximum statutory withholding rates that are applicable to this kind of incomeamount. In addition, to the extent this Award is not settled in cash, the Company is authorized to satisfy any Tax Obligations by withholding for the Tax Obligations from wages and other cash compensation payable to the Participant or by causing the Participant to tender a cash payment to the Company if the Committee determines in good faith at the time the Tax Obligations arises arise that withholding pursuant to the foregoing alternatives (2) and (3) above are not in the best interest of the Company or the Participant. In the event the Tax Obligations arises arise prior to the delivery to the Participant of Common Stock or it is determined after the delivery of Shares or other property that the amount of the Tax Obligations was greater than the amount withheld by the Company and/or any Affiliate, the Participant shall indemnify and hold the Company and its Affiliates harmless from any failure by the Company and/or any Affiliate to withhold the proper amount. The Company may refuse to deliver the Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax Obligations as described in this Paragraph 7.

Tax Obligations. The Participant hereby As a condition to the granting of the Award and the vesting thereof, the Grantee acknowledges and agrees that he/she is responsible for the payment of UK income tax and employee's primary Class 1 national insurance contribution liabilities (and any other taxes required to be withheld) payable in connection with the vesting of an Award. Accordingly, the Grantee agrees to make adequate provision for any sums required remit to satisfy the applicable federal, state, local and foreign employment, social insurance, payroll, income and other tax withholding obligations of the Company or any Affiliate (the “Tax Obligations”) that arise in connection with this Awardapplicable subsidiary an amount sufficient to pay such taxes. The satisfaction of the Tax Obligations Such payment shall occur at the time the Participant receives a distribution of Common Stock or other property pursuant be made to this Award, or at any time prior to such time or thereafter as reasonably requested by the Company and/or any Affiliate in accordance with applicable law. The Participant hereby authorizes the Company, at its sole discretion and subject to any limitations under applicable law, to satisfy any such Tax Obligations by any of the following methods: (1) in the event the PRU is to be settled in part in cash rather than settled in full in Shares, withholding from the cash to be distributed to the Participant in settlement of this Award, (2) permitting the Participant to enter into a “same day sale” commitment with a broker-dealer that is a member of the National Association of Securities Dealers (an “NASD Dealer”) whereby the Participant irrevocably elects to sell a portion of the Shares to be delivered under the Award to satisfy the applicable Tax Obligations and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the proceeds necessary to satisfy the Tax Obligations directly to the Company and/or its Affiliates, and (3) withholding Shares that are otherwise to be issued and delivered to the Participant under this Award in satisfaction of the Tax Obligations; provided, however, that the amount of the Shares so withheld pursuant to alternative (3) shall not exceed the amount necessary to satisfy the required Tax Obligations using the minimum statutory withholding rates that are applicable to this kind of income. In addition, to the extent this Award is not settled in cash, the Company is authorized to satisfy any Tax Obligations by withholding for the Tax Obligations from wages and other cash compensation payable to the Participant or by causing the Participant to tender a cash payment to the Company if the Committee determines in good faith at the time the Tax Obligations arises that withholding pursuant to the foregoing alternatives (2) and (3) above are not in the best interest of the Company or the Participant. In applicable subsidiary of the event the Tax Obligations arises prior Company in a form that is reasonably acceptable to the Company, as the Company may determine in its sole discretion. Notwithstanding the foregoing, the Company may retain and withhold from delivery to at the Participant time of vesting that number of shares of Common Stock or it is determined after having a fair market value equal to the delivery taxes owed by the Grantee, which retained shares shall fund the payment of Shares or other property that the amount of the Tax Obligations was greater than the amount withheld such taxes by the Company and/or any Affiliateon behalf of the Grantee. Further to the above, the Participant shall Grantee agrees to indemnify and hold keep indemnified the Company and its Affiliates harmless from the Employer in respect of any failure income tax liability which falls to be paid to UK HM Revenue & Customs ("HMRC") by the Company and/or or the Employer under the Income Tax (Earnings & Xxxxxxxx) Xxx 0000 ("ITEPA") and the PAYE regulations referred to in it, and any Affiliate employees' primary Class 1 national insurance contributions which fall to withhold be paid to HMRC by the proper amount. The Company may refuse or the Employer under the PAYE system as it applies for national insurance purposes under the Social Security Contributions and Benefits Xxx 0000 and the regulations referred to deliver the Shares if the Participant fails to comply with the Participant’s obligations in it arising in connection with the Tax Obligations grant, vesting or cancellation of the Award or the acquisition or other dealing in the shares of Common Stock acquired. If so required by the Company, and if the shares subject to the Award are considered to be "restricted securities" for the purposes of Part 7, Chapter 2 ITEPA (such determination to be made by the Company in its absolute discretion), settlement of the Award will be conditional on the Grantee executing a joint election pursuant to section 431 ITEPA together with the Employer in order to elect that the market value of the shares subject to the Award be calculated as described in this if such shares were not "restricted securities". Amendments; Severability: Paragraph 713 Sub-paragraph (b) of the Agreement does not apply.

Tax Obligations. The Participant hereby agrees to make adequate provision for any sums required to satisfy the applicable federal, state, local and foreign employment, social insurance, payroll, income and other tax withholding obligations of the Company or and/or any Affiliate (the “Tax Obligations”) that arise in connection with this Award; provided that absent an agreement to the contrary between the parties hereto, the withholding method provided for in alternative 3 below of this Section shall apply. The satisfaction of the Tax Obligations shall occur at the time the Participant receives a distribution of Common Stock Shares or other property pursuant to this Award, or at any time prior to such time or thereafter as reasonably requested by the Company and/or any Affiliate in accordance with applicable law. The Participant hereby authorizes the CompanyCompany and/or any Affiliate, at its sole discretion and subject to any limitations under applicable law, to satisfy any such Tax Obligations by any of the following methods: (1) in the event the PRU PCSU is to be settled in part in cash rather than settled in full in Shares, withholding from the cash to be distributed to the Participant in settlement of this Award, (2) permitting the Participant to enter into a “same day sale” commitment with a broker-dealer that is a member of the National Association of Securities Dealers Financial Industry Regulatory Authority (an a “NASD FINRA Dealer”) whereby the Participant irrevocably elects to sell a portion of the Shares to be delivered under the Award to satisfy the applicable Tax Obligations and whereby the NASD FINRA Dealer irrevocably commits upon receipt of such Shares to forward the proceeds necessary to satisfy the Tax Obligations directly to the Company and/or its Affiliates, and (3) withholding Shares that are otherwise to be issued and delivered to the Participant under this Award in satisfaction of the Tax Obligations; provided, however, that the amount of the Shares so withheld pursuant to alternative (3) shall not exceed the amount necessary to satisfy the required Tax Obligations using the minimum statutory withholding rates that are applicable to this kind of income. In addition, to the extent this Award is not settled in cash, the Company is authorized to satisfy any Tax Obligations by withholding for the Tax Obligations from wages and other cash compensation payable to the Participant or by causing the Participant to tender a cash payment to the Company if the Committee determines in good faith at the time the Tax Obligations arises that withholding pursuant to the foregoing alternatives (2) and (3) above are not in the best interest of the Company or the Participant. In the event the Tax Obligations arises arise prior to the delivery to the Participant of Common Stock Shares or it is determined after the delivery of Shares or other property that the amount of the Tax Obligations was greater than the amount withheld by the Company and/or any Affiliate, the Participant shall indemnify and hold the Company and and/or its Affiliates harmless from any failure by the Company and/or any Affiliate to withhold the proper amount. The Company may refuse to deliver the Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax Obligations as described in this Paragraph 7.

Tax Obligations. The Participant hereby By accepting this Option, Optionee acknowledges that, regardless of any action the Company or Optionee’s employer (the “Employer”) takes with respect to any or all income tax, social security, fringe benefit tax, payroll tax, payment on account or other tax-related items related to the Optionee’s participation in the Plan and legally applicable to Optionee (“Tax- Related Items”), the ultimate liability for all Tax-Related Items is and remains Optionee’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. Optionee further acknowledges that the Company and/or the Employer (i) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Option, including the grant, vesting or exercise of this Option, the subsequent sale of Shares acquired pursuant to such exercise and receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms or the grant or any aspect of this Option to reduce or eliminate Optionee’s liability for Tax-Related Items. If Optionee fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time of the applicable taxable event, Optionee acknowledges and agrees that the Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares. Prior to the relevant taxable or tax withholding event, as applicable, Optionee agrees to make adequate provision for any sums required arrangements satisfactory to satisfy the applicable federal, state, local and foreign employment, social insurance, payroll, income and other tax withholding obligations of the Company or any Affiliate (the “Tax Obligations”) that arise in connection Employer to satisfy all Tax-Related Items. In this regard, Optionee authorizes the Company and the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with this Award. The satisfaction of the Tax Obligations shall occur at the time the Participant receives a distribution of Common Stock regard to all Tax-Related Items, if any, by withholding from Optionee’s wages or other property pursuant cash compensation paid to this Award, or at any time prior to such time or thereafter as reasonably requested Optionee by the Company and/or any Affiliate in accordance with applicable law. The Participant hereby authorizes the Company, at its sole discretion and subject to any limitations under applicable law, to satisfy any such Tax Obligations by any Employer or from proceeds of the following methods: sale of Shares. Alternatively, or in addition, if permissible under Applicable Laws, the Company may (but shall not be obligated to): (1) in sell or arrange for the event sale of Shares that Optionee acquires to meet the PRU is to be settled in part in cash rather than settled in full in Shareswithholding obligation for Tax-Related Items, withholding from the cash to be distributed to the Participant in settlement of this Award, and/or (2) permitting the Participant to enter into a “same day sale” commitment with a broker-dealer that is a member of the National Association of Securities Dealers (an “NASD Dealer”) whereby the Participant irrevocably elects to sell a portion of the withhold in Shares to be delivered under meet the Award to satisfy the applicable Tax Obligations and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the proceeds necessary to satisfy the Tax Obligations directly to the Company and/or its Affiliates, and (3) withholding Shares that are otherwise to be issued and delivered to the Participant under this Award in satisfaction of the Tax Obligations; provided, however, that the amount of the Shares so withheld pursuant to alternative (3) shall not exceed the amount necessary to satisfy the required Tax Obligations using the minimum statutory withholding rates that are applicable to this kind of incomeobligation for Tax- Related Items. In addition, to the extent this Award is not settled in cash, the Company is authorized to satisfy any Tax Obligations by withholding for the Tax Obligations from wages and other cash compensation payable to the Participant or by causing the Participant to tender a cash payment to the Company if the Committee determines in good faith at the time the Tax Obligations arises that withholding pursuant to the foregoing alternatives (2) and (3) above are not in the best interest of Optionee shall pay the Company or the Participant. In Employer any amount of Tax- Related Items that the event Company or the Tax Obligations arises prior Employer may be required to withhold as a result of Optionee’s participation in the delivery to the Participant of Common Stock Plan or it is determined after the delivery Optionee’s purchase of Shares or other property that the amount of the Tax Obligations was greater than the amount withheld cannot be satisfied by the Company and/or any Affiliatemeans previously described, the Participant shall indemnify and hold if Optionee does not otherwise so pay the Company and its Affiliates harmless from any failure by or the Employer, then the Company and/or any Affiliate or the Employer may withhold amounts from Optionee’s cash compensation to withhold the proper amount. The Company may refuse to deliver the Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax Obligations as described in this Paragraph 7satisfy such withholding obligation.

Tax Obligations. The following provision supplements Section 7 of the Agreement: Without limitation to Section 7 of the Agreement, the Participant hereby agrees that the Participant is liable for all Tax Related-Items and hereby covenants to make adequate provision for pay all such Tax Related-Items, as and when requested by the Company, or if different, the Employer, or by HM Revenue & Customs (“HMRC”) (or any sums other tax authority or any other relevant authority). The Participant 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 satisfy the applicable federalpay or withhold, state, local and foreign employment, social insurance, payroll, income and or have paid or will pay to HMRC (or any other tax withholding obligations 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 or any Affiliate (within the “Tax Obligations”meaning of Section 13(k) that arise in connection with this Award. The satisfaction of the Tax Obligations shall occur at the time Exchange Act), the Participant receives a distribution may not be able to indemnify the Company or the Employer for the amount of Common Stock any income tax not collected from or other property pursuant to this Award, or at any time prior to such time or thereafter as reasonably requested paid by the Company and/or Participant, as it may be considered a loan. In this case, the amount of any Affiliate in accordance with applicable lawuncollected amounts may constitute a benefit to the Participant on which additional income tax and National Insurance Contributions may be payable. The Participant hereby authorizes will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the Companyself-assessment regime and for paying the Company or the Employer for the value of any National Insurance Contributions due on this additional benefit, at its sole discretion and subject to any limitations under applicable law, to satisfy any such Tax Obligations which the Company or the Employer may recover by any of the means referred to in Section 7 of the Agreement. ************************** ADDENDUM B EMPLOYER INFORMATION STATEMENT – DENMARK RESTRICTED STOCK UNIT GRANT EMPLOYER STATEMENT Veralto Corporation (hereinafter the "Company") must in accordance with the Danish Act on the use of purchase rights or subscription rights to shares etc. in employment relationships (hereinafter the ”Act”), provide you with the following methods: information regarding the grant of restricted stock units (1hereinafter the “Grant”) which you have received under the Veralto Corporation Incentive Program. This statement contains only the information set out in section 3(1) of the Act. The terms of the Grant are described in detail in the event Veralto Corporation 2023 Omnibus Incentive Plan (the PRU is to be settled in part in cash rather than settled in full in Shares, withholding from the cash to be distributed to the Participant in settlement of this Award, (2) permitting the Participant to enter into a “same day sale” commitment with a broker-dealer that is a member of the National Association of Securities Dealers (an “NASD DealerPlan”) whereby and in applicable award agreement relating to your award (hereinafter the Participant irrevocably elects to sell a portion of the Shares to be delivered under the Award to satisfy the applicable Tax Obligations and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the proceeds necessary to satisfy the Tax Obligations directly to the Company and/or its Affiliates, and (3) withholding Shares that are otherwise to be issued and delivered to the Participant under this Award in satisfaction of the Tax Obligations; provided, however, that the amount of the Shares so withheld pursuant to alternative (3) shall not exceed the amount necessary to satisfy the required Tax Obligations using the minimum statutory withholding rates that are applicable to this kind of income. In addition, to the extent this Award is not settled in cash, the Company is authorized to satisfy any Tax Obligations by withholding for the Tax Obligations from wages and other cash compensation payable to the Participant or by causing the Participant to tender a cash payment to the Company if the Committee determines in good faith at the time the Tax Obligations arises that withholding pursuant to the foregoing alternatives (2) and (3) above are not in the best interest of the Company or the Participant. In the event the Tax Obligations arises prior to the delivery to the Participant of Common Stock or it is determined after the delivery of Shares or other property that the amount of the Tax Obligations was greater than the amount withheld by the Company and/or any Affiliate, the Participant shall indemnify and hold the Company and its Affiliates harmless from any failure by the Company and/or any Affiliate to withhold the proper amount. The Company may refuse to deliver the Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax Obligations as described in this Paragraph 7.“Agreement”)

Tax Obligations. The Participant hereby agrees to make adequate provision for any sums required to satisfy the applicable federal, state, local and foreign employment, social insurance, payroll, income and other tax withholding obligations of the Company or any Affiliate (the “Tax Obligations”) that arise in connection with this Award. The satisfaction of the Tax Obligations shall occur at the time the Participant receives a distribution of Common Stock or other property pursuant to this Award, or at any time prior to such time or thereafter as reasonably requested by the Company and/or any Affiliate in accordance with applicable law. The Participant hereby authorizes the Company, at its sole discretion and subject to any limitations under applicable law, to satisfy any such Tax Obligations by any of the following methods: (1) in the event the CAGR PRU is to be settled in part in cash rather than settled in full in Shares, withholding from the cash to be distributed to the Participant in settlement of this Award, (2) permitting the Participant to enter into a “same day sale” commitment with a broker-dealer that is a member of the National Association of Securities Dealers (an “NASD Dealer”) whereby the Participant irrevocably elects to sell a portion of the Shares to be delivered under the Award to satisfy the applicable Tax Obligations and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the proceeds necessary to satisfy the Tax Obligations directly to the Company and/or its Affiliates, and (3) withholding Shares that are otherwise to be issued and delivered to the Participant under this Award in satisfaction of the Tax Obligations; provided, however, that Obligations up to the amount of the Shares so withheld pursuant to alternative (3) shall not exceed the amount necessary to satisfy the required Tax Obligations using the minimum maximum statutory withholding rates that are applicable to this kind of incomeamount. In addition, to the extent this Award is not settled in cash, the Company is authorized to satisfy any Tax Obligations by withholding for the Tax Obligations from wages and other cash compensation payable to the Participant or by causing the Participant to tender a cash payment to the Company if the Committee determines in good faith at the time the Tax Obligations arises arise that withholding pursuant to the foregoing alternatives (2) and (3) above are not in the best interest of the Company or the Participant. In the event the Tax Obligations arises arise prior to the delivery to the Participant of Common Stock or it is determined after the delivery of Shares or other property that the amount of the Tax Obligations was greater than the amount withheld by the Company and/or any Affiliate, the Participant shall indemnify and hold the Company and its Affiliates harmless from any failure by the Company and/or any Affiliate to withhold the proper amount. The Company may refuse to deliver the Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax Obligations as described in this Paragraph 7.

Tax Obligations. The Participant hereby agrees to make adequate provision for Beneficiaries shall pay, as applicable, and without limitation, all taxes of any sums required to satisfy the applicable federalkind, statecontributions, local and foreign employment, social insurance, payroll, income and other tax withholding obligations liabilities that may be payable, imposed, or assessed in connection with executing this Agreement, and the distributions received pursuant hereto (jointly, “Taxes”), and the Trustee shall not be liable in connection with the foregoing. The Trustee shall not be required to calculate, withhold, and pay any taxes, assessments, fees, or duties, except as required by Applicable Law. If for any reason the Trustee receives notice from any tax authority regarding any interpretation that the activities that are the subject matter of this Agreement are deemed taxable and thus, the Trustee were required to withhold and pay any Taxes pursuant to this Agreement, or any action associated with it, and the Beneficiaries, as applicable, ignore the notice that the Trustee shall make of such events, and fail to appoint their respective representatives to defend the Trust Property (as applicable to each of the Company Beneficiaries), the liable party, pursuant to what has been agreed herein, agrees to indemnify, and assist and provide the necessary funds, and hold the Trustee, its shareholders, directors, trust officers, attorneys-in-fact, representatives, advisors, or employees harmless against any Affiliate actions in connection with such withholdings and payments, and if it were fined, or otherwise sanctioned, the liable party pursuant to what has been agreed herein, agrees to directly and immediately reimburse any expense or disbursement that the Trustee makes on this regard. The Trustee shall at all times have the right to be represented, at the expense of the Trust Property (as applicable to the liable Beneficiary), by its own attorneys, advisors, and tax specialists in connection with any tax obligations charged to it. Pursuant to the foregoing, the Beneficiary that is liable for the failure to pay taxes agrees to indemnify, defend, and hold the Trustee, its shareholders, directors, trust officers, attorneys-in-fact, representatives, advisors, or employees harmless from any liability and damages associated with payment of Taxes (including the reasonable, and arm’s length fees and expenses of tax advisors and attorneys) resulting from entering into or performing under this Agreement. If applicable, the obligations resulting from the Foreign Account Tax Compliance Act (hereinafter “Tax ObligationsFATCA”) in connection with the OBM Shares under this Agreement, shall be at the expense of the Beneficiaries jointly and in equal portions (50% Beneficiary A and 50% Beneficiary B), for which, for the purpose of complying with such obligations, the parties agree that arise the Trustee, as applicable, may grant a power of attorney with the required authorities to the person(s) that are designated by the Beneficiaries, as applicable, as external advisors. Pursuant to the foregoing, the parties set forth that the Trustee shall not be liable for the actions of the designated external advisors, with its obligation ceasing when the aforementioned power of attorney is granted. The Trustee and Beneficiaries, as applicable, shall provide all documentation and information that they have, which is reasonably requested by the external advisors designated to comply with the FATCA obligations. The parties agree that all expenses, duties, taxes, commissions, fees, and other disbursements that, as applicable, are generated in connection with this Award. The satisfaction Clause, shall be paid at the expense of the Tax Obligations shall occur at Trust Property (as applicable to the time the Participant receives a distribution of Common Stock or other property pursuant to this Awardliable Beneficiary) and, if there are no funds, or at any time prior to such time or thereafter as reasonably requested these are insufficient, they shall be settled directly by the Company and/or any Affiliate in accordance with applicable law. The Participant hereby authorizes the CompanyBeneficiaries, at its sole discretion and subject to any limitations under applicable law, to satisfy any such Tax Obligations by any of the following methods: (1) in the event the PRU is to be settled in part in cash rather than settled in full in Shares, withholding from the cash to be distributed to the Participant in settlement of this Award, (2) permitting the Participant to enter into a “same day sale” commitment with a broker-dealer that is a member of the National Association of Securities Dealers (an “NASD Dealer”) whereby the Participant irrevocably elects to sell a portion of the Shares to be delivered under the Award to satisfy the applicable Tax Obligations and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the proceeds necessary to satisfy the Tax Obligations directly to the Company and/or its Affiliates, and (3) withholding Shares that are otherwise to be issued and delivered to the Participant under this Award in satisfaction of the Tax Obligations; provided, however, that the amount of the Shares so withheld pursuant to alternative (3) shall not exceed the amount necessary to satisfy the required Tax Obligations using the minimum statutory withholding rates that are applicable to this kind of income. In addition, to the extent this Award is not settled in cash, the Company is authorized to satisfy any Tax Obligations by withholding for the Tax Obligations from wages and other cash compensation payable to the Participant or by causing the Participant to tender a cash payment to the Company if the Committee determines in good faith at the time the Tax Obligations arises that withholding pursuant to the foregoing alternatives (2) and (3) above are not in the best interest of the Company or the Participant. In the event the Tax Obligations arises prior to the delivery to the Participant of Common Stock or it is determined after the delivery of Shares or other property that the amount of the Tax Obligations was greater than the amount withheld by the Company and/or any Affiliate, the Participant shall indemnify and hold the Company and its Affiliates harmless from any failure by the Company and/or any Affiliate to withhold the proper amount. The Company may refuse to deliver the Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax Obligations as described in this Paragraph 7applicable.

Tax Obligations. The Participant hereby By Optionee’s acceptance: Optionee agrees to make adequate provision appropriate arrangements with the Company for any sums required to satisfy the satisfaction of all applicable federal, state, and local and foreign employment, social insurance, payroll, income and other employment tax withholding obligations of requirements applicable to the Option, including upon exercise thereof. Optionee acknowledges and agrees that the Company or any Affiliate (may refuse to honor the “Tax Obligations”) that arise exercise and refuse to deliver Shares if such withholding amounts are not satisfied in connection with this Award. The satisfaction of the Tax Obligations shall occur a manner permitted hereunder at the time the Participant receives a distribution of Common Stock exercise. Optionee may satisfy such tax withholding obligation, in whole or other property pursuant to this Award, or at any time prior to such time or thereafter as reasonably requested by the Company and/or any Affiliate in accordance with applicable law. The Participant hereby authorizes the Company, at its sole discretion and subject to any limitations under applicable law, to satisfy any such Tax Obligations part by any one or more of the following methodsor any combination of the following: (1a) in the event the PRU is to be settled in part in cash rather than settled in full in Shares, withholding from the paying cash to be distributed the Company (including through the Company’s withholding on or in advance of the exercise date from cash compensation amounts otherwise owed to Optionee), (b) electing to have the Company withhold Shares otherwise deliverable upon exercise of the Option which Shares have an aggregate Fair Market Value that does not exceed the minimum required statutory withholding amount, (c) delivering (or attesting) to the Participant in settlement Company other Shares which have been owned by Optionee and have not been subject to substantial risk of this Award, forfeiture for a reasonable period of time as may be necessary to avoid liability accounting treatment and that have an aggregate Fair Market Value that does not exceed the minimum required statutory withholding amount or (2d) permitting the Participant pursuant to enter into a “same day sale” commitment with a broker-dealer that is a member of the National Association of Securities Dealers (an “NASD Dealer”) whereby the Participant irrevocably elects to sell a portion cashless exercise program. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld in a manner consistent with the Administrator’s determination of Fair Market Value with respect to options granted under the Award to satisfy the applicable Tax Obligations and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the proceeds necessary to satisfy the Tax Obligations directly to the Company and/or its Affiliates, and (3) withholding Shares that are otherwise to be issued and delivered to the Participant under this Award in satisfaction of the Tax Obligations; provided, however, that the amount of the Shares so withheld pursuant to alternative (3) shall not exceed the amount necessary to satisfy the required Tax Obligations using the minimum statutory withholding rates that are applicable to this kind of incomeAgreement. In addition, Optionee agrees that he is responsible for any applicable taxes of any nature (including any penalties or interest that may apply to such taxes) that the Company reasonably determines apply with respect to the extent this Award Option. Optionee understands that the per share “Exercise Price” for the Shares is not settled in cash, intended to be at least equal to the fair market value of the Company’s Common Stock at the date of grant and that the Company is authorized to satisfy any Tax Obligations by withholding for the Tax Obligations from wages and other cash compensation payable to the Participant or by causing the Participant to tender a cash payment to the Company if the Committee determines has attempted in good faith to make the fair market value determination in compliance with applicable tax law although there can be no certainty that the IRS will agree. Optionee understands that if the IRS does not agree and asserts that the fair market value at the time the Tax Obligations arises that withholding pursuant to the foregoing alternatives (2) and (3) above are not in the best interest of the Company or the Participant. In the event the Tax Obligations arises prior to the delivery to the Participant of Common Stock or it grant is determined after the delivery of Shares or other property that the amount of the Tax Obligations was greater higher than the amount withheld by the Company and/or any AffiliateExercise Price, the Participant shall indemnify IRS could seek to impose greater taxes on Optionee, including interest and hold the Company and its Affiliates harmless from any failure by the Company and/or any Affiliate to withhold the proper amount. The Company may refuse to deliver the Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax Obligations as described in this Paragraph 7.penalties under Internal Revenue Code Section 409A.

Tax Obligations. The Participant hereby agrees Trustor shall be responsible for the compliance of tax obligations derived from the foregoing Contract; therefore, in this act the Trustor exempts the Trustee from all responsibility concerning these concepts, and agree to make adequate provision credit the Trustee such compliance for the relevant legal effects. In the event that tax provisions are amended and any new tax burden becomes valid regarding the Trust, the Trust Equity and/or the operations contemplated in this Contract, such burden is strictly responsibility of the Trustor. In the event that for any sums reason tax authorities require the payment of any contribution to the Trustee, the latter shall inform in a timely manner to the parties, so that, in compliance to such requirement, carry out the procedures and necessary payments. In the event that the Trustor does not comply with its tax obligations and the Trustee is required to satisfy perform the applicable federalpayment of any contribution, statethe Trustee shall notify this situation to the Parties, local and foreign employment, social insurance, payroll, income and other tax withholding obligations of no later than the Company or any Affiliate (following Business Day after receiving the “Tax Obligations”) that arise in connection with this Awardcorresponding requirement. The satisfaction Trustor shall have the obligation to pay promptly the obligations undertaken, regardless of its obligation to indemnify and to hold harmless the Tax Obligations shall occur at the time the Participant receives a distribution Trustee of Common Stock or other property pursuant to this Award, or at any time prior to such time or thereafter as reasonably requested claim and/or expense made by the Company and/or any Affiliate in accordance with applicable lawlatter from a default caused by the Trustor. The Participant hereby authorizes Trustor shall hold harmless and indemnify the Company, at its sole discretion and subject to any limitations under applicable law, to satisfy any such Tax Obligations by any of the following methods: (1) Trustee in the event of any contingency or responsibility concerning tax issues, derived or related to the PRU is to be settled in part in cash rather than settled in full in SharesTrust (including expenses, withholding fees, reasonable and documented, from tax advisors and lawyers), as long as the issue does not arise from the cash to be distributed to Trustee’s fault, fraud, negligence or bad faith. If the Participant in settlement of this Award, obligations derived from the Foreign Account Tax Compliance Act (2) permitting hereinafter the Participant to enter into a “same day sale” commitment with a broker-dealer that is a member of the National Association of Securities Dealers (an “NASD DealerFacta”) whereby the Participant irrevocably elects to sell a portion of the Shares to be delivered under the Award to satisfy the applicable Tax Obligations and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the proceeds necessary to satisfy the Tax Obligations directly to the Company and/or its Affiliates, and (3) withholding Shares that are otherwise to be issued and delivered to the Participant under this Award in satisfaction of the Tax Obligations; provided, however, that the amount of the Shares so withheld pursuant to alternative (3) shall not exceed the amount necessary to satisfy the required Tax Obligations using the minimum statutory withholding rates that are applicable to this kind Contract, such obligations are responsibility of income. In additionthe Trust, therefore, in order to comply with such obligations, the Parties agree that the Trustee shall grant a power with the necessary authorities to the extent this Award is not settled in cashperson or persons that are appointed by the Trustor and the Primary Beneficiary as external advisors. According to the above, the Company is authorized to satisfy parties agree that the Trustee shall not have any Tax Obligations by withholding responsibility for the Tax Obligations from wages and other cash compensation payable to the Participant or by causing the Participant to tender a cash payment to the Company if the Committee determines in good faith at the time the Tax Obligations arises that withholding pursuant to the foregoing alternatives (2) and (3) above are not in the best interest acts of the Company or appointed external advisors, causing this the Participanttermination of its obligations when the above power is granted. In the event the Tax Obligations arises prior to the delivery to the Participant of Common Stock or it is determined after the delivery of Shares or other property that the amount of the Tax Obligations was greater than the amount withheld The Trustee, Trustor and Primary Beneficiary shall provide all documents and/or information in its property, required by the Company and/or any Affiliate, the Participant shall indemnify and hold the Company and its Affiliates harmless from any failure by the Company and/or any Affiliate to withhold the proper amount. The Company may refuse to deliver the Shares if the Participant fails appointed external advisors to comply with the Participantobligations derived from the Facta. The parties agree that all expenses, rights, taxes, commissions, fees, and any other expenses made by reason of this clause, shall be covered by the Trust Equity, and in the event of not having resources or are insufficient, the Trustor directly shall liquidate them. EIGHTEENTH: Indemnification. The Trustor and Primary Beneficiary are required to (i) defend and hold harmless the Trustee, advisors, shareholders, officers, deputy trustees, employees, legal representatives and the rest of the staff in the event of a claim, proceeding, trial, lawsuit, responsibility, loss, damages, sanctions, actions or judgments presented, brought, dictated or imposed by any person or competent authority against the Trustee, advisors, officers, shareholders, deputy trustees, employees, legal representatives, and the rest of the staff, derived from its performance as Trustee under this Trusts, as long as the Trustee’s obligations in connection performances have been made pursuant with the Tax Obligations terms and according to the procedures established in the foregoing Trust and that such acts and omissions are not performed by the Trustee with negligence, fraud or bad faith; and (ii) reimburse the Trustee, its advisors, officers, shareholders, deputy trustees, employees, legal representatives, and the rest of the staff, any cost, expense or expenditure of any nature (including expenses and legal advisor fees and duly documented reasonable attorneys) incurred reasonably and justified, or any damage or prejudice suffered by any claim, trial, procedure, lawsuit, responsibility, loss, damage, sanction, action or sentence brought, dictated or imposed against the Trustee, shareholders, deputy trustees, board members, officers, employees, legal representatives, and the rest of the staff regarding the validity and legality of this Trust or other documents related to the same, as described long as the Trust activities have been performed pursuant the terms and procedures established in this Paragraph 7Trust, and such acts or omissions are not performed by the Trustee with negligence, fraud or bad faith.

Tax Obligations. The Participant hereby agrees to make adequate provision for any sums required to satisfy the applicable federal, state, local and foreign employment, social insurance, payroll, income and other tax withholding obligations of the Company or any Affiliate (the “Tax Obligations”) that arise in connection with this Award. The satisfaction of the Tax Obligations shall occur at the time the Participant receives a distribution of Common Stock or other property pursuant to this Award, or at any time prior to such time or thereafter as reasonably requested by the Company and/or any Affiliate in accordance with applicable law. The Participant hereby authorizes the Company, at its sole discretion and subject to any limitations under applicable law, to satisfy any such Tax Obligations by any of the following methods: (1) in the event the RB PRU is to be settled in part in cash rather than settled in full in Shares, withholding from the cash to be distributed to the Participant in settlement of this Award, (2) permitting the Participant to enter into a “same day sale” commitment with a broker-dealer that is a member of the National Association of Securities Dealers (an “NASD Dealer”) whereby the Participant irrevocably elects to sell a portion of the Shares to be delivered under the Award to satisfy the applicable Tax Obligations and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the proceeds necessary to satisfy the Tax Obligations directly to the Company and/or its Affiliates, and (3) withholding Shares that are otherwise to be issued and delivered to the Participant under this Award in satisfaction of the Tax Obligations; provided, however, that Obligations up to the amount of the Shares so withheld pursuant to alternative (3) shall not exceed the amount necessary to satisfy the required Tax Obligations using the minimum maximum statutory withholding rates that are applicable to this kind of incomeamount. In addition, to the extent this Award is not settled in cash, the Company is authorized to satisfy any Tax Obligations by withholding for the Tax Obligations from wages and other cash compensation payable to the Participant or by causing the Participant to tender a cash payment to the Company if the Committee determines in good faith at the time the Tax Obligations arises arise that withholding pursuant to the foregoing alternatives (2) and (3) above are not in the best interest of the Company or the Participant. In the event the Tax Obligations arises arise prior to the delivery to the Participant of Common Stock or it is determined after the delivery of Shares or other property that the amount of the Tax Obligations was greater than the amount withheld by the Company and/or any Affiliate, the Participant shall indemnify and hold the Company and its Affiliates harmless from any failure by the Company and/or any Affiliate to withhold the proper amount. The Company may refuse to deliver the Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax Obligations as described in this Paragraph 7.

Tax Obligations. The Participant hereby agrees that he/she is responsible for all income, employment, National Insurance Contributions or other tax‑related items and other taxes which Participant’s Employer determines must be withheld on account of the exercise of the Options or related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or Participant’s Employer. Participant further acknowledges that the Company and Participant’s Employer (i) make adequate provision no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Option, including, but not limited to, the grant, vesting or exercise of this Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of this Option to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any sums particular tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction, Participant acknowledges that the Company and/or the Participant’s Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Participant further agrees that Participant’s Employer may deduct the amounts required to satisfy all obligations in respect of income tax, employee’s National Insurance Contributions and employer’s National Insurance Contributions from the applicable federal, state, local and foreign employment, social insurance, payroll, income and other proceeds transferred from the Company prior to payment of the remaining balance of the proceeds to Participant. Prior to the relevant taxable or tax withholding event, as applicable, Participant agrees to cooperate with the Company and Participant’s Employer if other arrangements are necessary to satisfy all Tax-Related Items. Participant authorizes the Company Participant’s Employer to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) paying cash, (ii) electing to have the Company or any Affiliate withhold otherwise deliverable Shares having a Fair Market Value equal to the amount of such Tax-Related Items, (iii) request Participant’s Employer to withhold the “Tax Obligations”) that arise in connection with this Award. The satisfaction amount of the Tax Obligations shall occur at the time the Participant receives a distribution of Common Stock such Tax-Related Items from Participant’s wages or other property pursuant cash compensation paid to this Award, or at any time prior to such time or thereafter as reasonably requested Participant by the Company and/or any Affiliate the Participant’s Employer, (iv) if Participant is a U.S. taxpayer, delivering to the Company already owned Shares having a Fair Market Value equal to such Tax-Related Items, or (v) if the Shares are then registered under the Securities Act and listed or quoted on a recognized national securities exchange, by selling a sufficient number of such Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization without further consent) as the Company may determine in accordance with applicable law. The Participant hereby authorizes the Company, at its sole discretion and subject (whether through a broker or otherwise) equal to any limitations under applicable law, to satisfy any such Tax Obligations by any of the following methods: (1) in the event the PRU is to be settled in part in cash rather than settled in full in Shares, withholding from the cash to be distributed to the Participant in settlement of this Award, (2) permitting the Participant to enter into a “same day sale” commitment with a broker-dealer that is a member of the National Association of Securities Dealers (an “NASD Dealer”) whereby the Participant irrevocably elects to sell a portion of the Shares to be delivered under the Award to satisfy the applicable Tax Obligations and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the proceeds necessary to satisfy the Tax Obligations directly to the Company and/or its Affiliates, and (3) withholding Shares that are otherwise to be issued and delivered to the Participant under this Award in satisfaction of the Tax Obligations; provided, however, that the amount of the Tax-Related Items. For the avoidance of doubt, if Participant is a Service Provider outside the U.S., payment of Tax-Related Items may not be effectuated by surrender of other Shares so withheld pursuant with a Fair Market Value equal to alternative (3) shall not exceed the amount necessary to satisfy of any Tax-Related Items. Depending on the required Tax Obligations using the minimum statutory withholding rates that are applicable to this kind of income. In additionmethod, to the extent this Award is not settled in cash, the Company is authorized to satisfy any Tax Obligations by withholding for the Tax Obligations from wages and other cash compensation payable to the Participant or by causing the Participant to tender a cash payment to the Company if the Committee determines in good faith at the time the Tax Obligations arises that withholding pursuant to the foregoing alternatives (2) and (3) above are not in the best interest of the Company or the Participant. In the event the Tax Obligations arises prior ’s Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the delivery Shares equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Exercised Shares, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, Participant agrees to pay to the Participant Company or the Participant’s Employer any amount of Common Stock or it is determined after the delivery of Shares or other property Tax-Related Items that the amount Company or the Participant’s Employer may be required to withhold or account for as a result of Participant’s participation in the Tax Obligations was greater than the amount withheld Plan that cannot be satisfied by the Company and/or any Affiliate, the Participant shall indemnify and hold the Company and its Affiliates harmless from any failure by the Company and/or any Affiliate to withhold the proper amountmeans previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s his or her obligations in connection with the Tax Obligations as described in this Paragraph 7Tax-Related Items.

Tax Obligations. The Participant hereby As a condition to the granting of the Award and the vesting thereof, the Grantee acknowledges and agrees that he/she is responsible for the payment of UK income tax and employee's primary Class 1 national insurance contribution liabilities (and any other taxes required to be withheld) payable in connection with the vesting of an Award. Accordingly, the Grantee agrees to make adequate provision for any sums required remit to satisfy the applicable federal, state, local and foreign employment, social insurance, payroll, income and other tax withholding obligations of the Company or any Affiliate (the “Tax Obligations”) that arise in connection with this Awardapplicable subsidiary an amount sufficient to pay such taxes. The satisfaction of the Tax Obligations Such payment shall occur at the time the Participant receives a distribution of Common Stock or other property pursuant be made to this Award, or at any time prior to such time or thereafter as reasonably requested by the Company and/or any Affiliate in accordance with applicable law. The Participant hereby authorizes the Company, at its sole discretion and subject to any limitations under applicable law, to satisfy any such Tax Obligations by any of the following methods: (1) in the event the PRU is to be settled in part in cash rather than settled in full in Shares, withholding from the cash to be distributed to the Participant in settlement of this Award, (2) permitting the Participant to enter into a “same day sale” commitment with a broker-dealer that is a member of the National Association of Securities Dealers (an “NASD Dealer”) whereby the Participant irrevocably elects to sell a portion of the Shares to be delivered under the Award to satisfy the applicable Tax Obligations and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the proceeds necessary to satisfy the Tax Obligations directly to the Company and/or its Affiliates, and (3) withholding Shares that are otherwise to be issued and delivered to the Participant under this Award in satisfaction of the Tax Obligations; provided, however, that the amount of the Shares so withheld pursuant to alternative (3) shall not exceed the amount necessary to satisfy the required Tax Obligations using the minimum statutory withholding rates that are applicable to this kind of income. In addition, to the extent this Award is not settled in cash, the Company is authorized to satisfy any Tax Obligations by withholding for the Tax Obligations from wages and other cash compensation payable to the Participant or by causing the Participant to tender a cash payment to the Company if the Committee determines in good faith at the time the Tax Obligations arises that withholding pursuant to the foregoing alternatives (2) and (3) above are not in the best interest of the Company or the Participant. In applicable subsidiary of the event the Tax Obligations arises prior Company in a form that is reasonably acceptable to the Company, as the Company may determine in its sole discretion. Notwithstanding the foregoing, the Company may retain and withhold from delivery at the time of vesting that number of shares of Company Stock having a fair market value equal to the Participant taxes owed by the Grantee, which retained shares shall fund the payment of Common Stock or it is determined after the delivery of Shares or other property that the amount of the Tax Obligations was greater than the amount withheld such taxes by the Company and/or any Affiliateon behalf of the Grantee. Further to the above, the Participant shall Grantee agrees to indemnify and hold keep indemnified the Company and its Affiliates harmless from the Employer in respect of any failure income tax liability which falls to be paid to UK HM Revenue & Customs ("HMRC") by the Company and/or or the Employer under the Income Tax (Earnings & Xxxxxxxx) Xxx 0000 ("ITEPA") and the PAYE regulations referred to in it, and any Affiliate employees' primary Class 1 national insurance contributions which fall to withhold be paid to HMRC by the proper amount. The Company may refuse or the Employer under the PAYE system as it applies for national insurance purposes under the Social Security Contributions and Benefits Xxx 0000 and the regulations referred to deliver the Shares if the Participant fails to comply with the Participant’s obligations in it arising in connection with the Tax Obligations grant, vesting or cancellation of the Award or the acquisition or other dealing in the shares of Company Stock acquired. If so required by the Company, and if the shares subject to the Award are considered to be "restricted securities" for the purposes of Part 7, Chapter 2 ITEPA (such determination to be Form of WEX Inc. Performance-Based Restricted Stock Unit Agreement under the WEX Inc. 2019 Equity and Incentive Plan made by the Company in its absolute discretion), settlement of the Award will be conditional on the Grantee executing a joint election pursuant to section 431 ITEPA together with the Employer in order to elect that the market value of the shares subject to the Award be calculated as described in this Paragraph 7if such shares were not "restricted securities".

Tax Obligations. The Participant hereby agrees to make adequate provision for any sums required to satisfy the applicable federal, state, local and foreign employment, social insurance, payroll, income and other tax withholding obligations of the Company or any Affiliate (the “Tax Obligations”) that arise in connection with this Award. The satisfaction of the Tax Obligations shall occur at the time the Participant receives a distribution of Common Stock or other property pursuant to this Award, or at any time prior to such time or thereafter as reasonably requested by the Company and/or any Affiliate in accordance with applicable law. The Participant hereby authorizes the Company, at its sole discretion and subject to any limitations under applicable law, to satisfy any such Tax Obligations by any of the following methods: (1) in the event the EPS PRU is to be settled in part in cash rather than settled in full in Shares, withholding from the cash to be distributed to the Participant in settlement of this Award, (2) permitting the Participant to enter into a “same day sale” commitment with a broker-dealer that is a member of the National Association of Securities Dealers (an “NASD Dealer”) whereby the Participant irrevocably elects to sell a portion of the Shares to be delivered under the Award to satisfy the applicable Tax Obligations and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the proceeds necessary to satisfy the Tax Obligations directly to the Company and/or its Affiliates, and (3) withholding Shares that are otherwise to be issued and delivered to the Participant under this Award in satisfaction of the Tax Obligations; provided, however, that Obligations up to the amount of the Shares so withheld pursuant to alternative (3) shall not exceed the amount necessary to satisfy the required Tax Obligations using the minimum maximum statutory withholding rates that are applicable to this kind of incomeamount. In addition, to the extent this Award is not settled in cash, the Company is authorized to satisfy any Tax Obligations by withholding for the Tax Obligations from wages and other cash compensation payable to the Participant or by causing the Participant to tender a cash payment to the Company if the Committee determines in good faith at the time the Tax Obligations arises arise that withholding pursuant to the foregoing alternatives (2) and (3) above are not in the best interest of the Company or the Participant. In the event the Tax Obligations arises arise prior to the delivery to the Participant of Common Stock or it is determined after the delivery of Shares or other property that the amount of the Tax Obligations was greater than the amount withheld by the Company and/or any Affiliate, the Participant shall indemnify and hold the Company and its Affiliates harmless from any failure by the Company and/or any Affiliate to withhold the proper amount. The Company may refuse to deliver the Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax Obligations as described in this Paragraph 7.

Tax Obligations. The Participant hereby agrees to make adequate provision acknowledges that, regardless of any action taken by the Company, the ultimate liability for any sums required tax and/or social insurance liability obligations and requirements in connection with the Shares awarded by to satisfy the applicable this Award Agreement, including, without limitation, (a) all federal, state, and local and foreign employment, social insurance, payroll, income and other tax withholding obligations of taxes (including the Participant’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or other payment of tax-related items related to Participant’s participation in the Plan and legally applicable to Participant, (b) the Participant’s and, to the extent required by the Company, the Company’s fringe benefit tax liability, if any, associated with the grant of Shares or sale of Shares, and (c) any Affiliate other Company taxes the responsibility for which the Participant has, or has agreed to bear, with respect to the Shares (collectively, the “Tax Obligations”), is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company. Participant further acknowledges that the Company (i) that arise make no representations or undertakings regarding the treatment of any Tax Obligations in connection with this Award. The satisfaction any aspect of the Tax Obligations shall occur at Shares awarded by this Award Agreement, including, but not limited to, the time grant of the Participant receives a distribution Shares, the subsequent sale of Common Stock Shares and the receipt of any dividends or other property pursuant distributions, and (ii) do not commit to this Award, or at any time prior and are under no obligation to such time or thereafter as reasonably requested by structure the Company and/or any Affiliate in accordance with applicable law. The Participant hereby authorizes the Company, at its sole discretion and subject to any limitations under applicable law, to satisfy any such Tax Obligations by any terms of the following methods: (1) in the event the PRU is to be settled in part in cash rather than settled in full in Shares, withholding from the cash to be distributed to the Participant in settlement of this Award, (2) permitting the Participant to enter into a “same day sale” commitment with a broker-dealer that is a member of the National Association of Securities Dealers (an “NASD Dealer”) whereby the Participant irrevocably elects to sell a portion grant or any aspect of the Shares to be delivered under the Award to satisfy the applicable reduce or eliminate Participant’s liability for Tax Obligations and whereby the NASD Dealer irrevocably commits upon receipt of such Shares or achieve any particular tax result. Further, if Participant is subject to forward the proceeds necessary to satisfy the Tax Obligations directly to in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company and/or its Affiliates, and (3) withholding Shares that are otherwise may be required to be issued and delivered withhold or account for Tax Obligations in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the Participant under this Award in satisfaction payment of the Tax Obligations; provided, however, that the amount of the Shares so withheld pursuant to alternative (3) shall not exceed the amount necessary to satisfy the any required Tax Obligations using the minimum statutory withholding rates that are applicable to this kind of income. In addition, to the extent this Award is not settled in cash, the Company is authorized to satisfy any Tax Obligations by withholding for the Tax Obligations from wages and other cash compensation payable to the Participant or by causing the Participant to tender a cash payment to the Company if the Committee determines in good faith hereunder at the time the Tax Obligations arises that withholding pursuant to the foregoing alternatives (2) and (3) above are not in the best interest of the Company or the Participant. In the event the Tax Obligations arises prior to the delivery to the applicable taxable event, Participant of Common Stock or it is determined after the delivery of Shares or other property acknowledges and agrees that the amount of the Tax Obligations was greater than the amount withheld by the Company and/or any Affiliate, the Participant shall indemnify and hold the Company and its Affiliates harmless from any failure by the Company and/or any Affiliate to withhold the proper amount. The Company may refuse to issue or deliver the Shares if the awarded by this Award Agreement. If Participant fails to comply with make satisfactory arrangements for the Participant’s obligations in connection with the payment of such Tax Obligations as described in hereunder, Participant will permanently forfeit the Shares awarded by this Paragraph 7Award Agreement and the Shares will be returned to the Company at no cost to the Company.

Tax Obligations. The following provision supplements Section 7 of the Agreement: Without limitation to Section 7 of the Agreement, the Participant hereby agrees that the Participant is liable for all Tax Related-Items and hereby covenants to make adequate provision for pay all such Tax Related-Items, as and when requested by the Company, or if different, the Employer, or by Her Majesty’s Revenue & Customs (“HMRC”) (or any sums other tax authority or any other relevant authority). The Participant 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 satisfy the applicable federalpay or withhold, state, local and foreign employment, social insurance, payroll, income and or have paid or will pay to HMRC (or any other tax withholding obligations 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 or any Affiliate (within the “Tax Obligations”meaning of Section 13(k) that arise in connection with this Award. The satisfaction of the Tax Obligations shall occur at the time Exchange Act), the Participant receives a distribution may not be able to indemnify the Company or the Employer for the amount of Common Stock any income tax not collected from or other property pursuant to this Award, or at any time prior to such time or thereafter as reasonably requested paid by the Company and/or Participant, as it may be considered a loan. In this case, the amount of any Affiliate in accordance with applicable lawuncollected amounts may constitute a benefit to the Participant on which additional income tax and National Insurance Contributions may be payable. The Participant hereby authorizes will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the Companyself-assessment regime and for paying the Company or the Employer for the value of any National Insurance Contributions due on this additional benefit, at its sole discretion and subject to any limitations under applicable law, to satisfy any such Tax Obligations which the Company or the Employer may recover by any of the following methods: (1) means referred to in the event the PRU is to be settled in part in cash rather than settled in full in Shares, withholding from the cash to be distributed to the Participant in settlement of this Award, (2) permitting the Participant to enter into a “same day sale” commitment with a broker-dealer that is a member Section 7 of the National Association Agreement. ADDENDUM B OFFER OF RESTRICTED STOCK UNITS AND STOCK OPTIONS TO AUSTRALIAN RESIDENT EMPLOYEES AUSTRALIA OFFER DOCUMENT XXXXXXX CORPORATION 2007 OMNIBUS INCENTIVE PLAN, AS AMENDED AND RESTATED Investment in shares involves a degree of Securities Dealers (an “NASD Dealer”) whereby the Participant irrevocably elects to sell a portion of the Shares to be delivered under the Award to satisfy the applicable Tax Obligations and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the proceeds necessary to satisfy the Tax Obligations directly to the Company and/or its Affiliates, and (3) withholding Shares that are otherwise to be issued and delivered to the Participant under this Award in satisfaction of the Tax Obligations; provided, however, that the amount of the Shares so withheld pursuant to alternative (3) shall not exceed the amount necessary to satisfy the required Tax Obligations using the minimum statutory withholding rates that are applicable to this kind of incomerisk. In addition, to the extent this Award is not settled in cash, the Company is authorized to satisfy any Tax Obligations by withholding for the Tax Obligations from wages and other cash compensation payable to the Participant or by causing the Participant to tender a cash payment to the Company if the Committee determines in good faith at the time the Tax Obligations arises that withholding Employees who receive awards pursuant to the foregoing alternatives Plan (2“Australian Participants”) should monitor their participation and consider all risk factors relevant to the acquisition of shares and rights to receive shares under the Plan (3as defined herein) above are as set out in this Offer Document and the Additional Documents (as defined herein). The information or advice contained in this Offer Document and the Additional Documents is general information only. It is not advice or information specific to the particular objectives, financial situation or needs of any individual employee. Before deciding to participate in the best interest of the Company or the Participant. In the event the Tax Obligations arises prior to the delivery to the Participant of Common Stock or it Plan, Australian Participants should consider obtaining their own financial product advice from an independent person who is determined after the delivery of Shares or other property that the amount of the Tax Obligations was greater than the amount withheld licensed by the Company Australian Securities and Investments Commission to give advice regarding their participation in the Plan. OFFER OF RESTRICTED STOCK UNITS AND STOCK OPTIONS TO AUSTRALIAN RESIDENT PARTICIPANTS XXXXXXX CORPORATION 2007 OMNIBUS INCENTIVE PLAN, AS AMENDED AND RESTATED Xxxxxxx Corporation (the “Company”) is pleased to provide you with this offer to participate in the Xxxxxxx Corporation 2007 Omnibus Incentive Plan, as Amended and Restated (the “Plan”). This offer sets out information regarding the grant of Restricted Stock Units (the “Stock Units”) and/or any Affiliate, the Participant shall indemnify and hold Stock Options (“Options”) to Australian resident Employees of the Company and its Affiliates harmless from any failure by the Company and/or any Affiliate to withhold the proper amountSubsidiaries. The Company may refuse to deliver the Shares if the Participant fails Plan and this Offer Document are intended to comply with the Participant’s obligations in connection with provisions of the Tax Obligations as described Corporations Act 2001 (the “Corporations Act”), Australia Securities and Investments Commission (“ASIC”) Regulatory Guide 49 and ASIC Class Order CO 14/1000. Any capitalized term used in this Paragraph 7Offer Document shall have the meaning ascribed to such term in the Plan.

Tax Obligations. The Participant hereby As a condition to the granting of the Award and the vesting thereof, the Grantee acknowledges and agrees that the Grantee is responsible for the payment of UK income tax and employee's primary Class 1 national insurance contribution liabilities (and any other taxes required to be withheld) payable in connection with the vesting of an Award. Accordingly, the Grantee agrees to make adequate provision for any sums required remit to satisfy the applicable federal, state, local and foreign employment, social insurance, payroll, income and other tax withholding obligations of the Company or any Affiliate (the “Tax Obligations”) that arise in connection with this Awardapplicable subsidiary an amount sufficient to pay such taxes. The satisfaction of the Tax Obligations Such payment shall occur at the time the Participant receives a distribution of Common Stock or other property pursuant be made to this Award, or at any time prior to such time or thereafter as reasonably requested by the Company and/or any Affiliate in accordance with applicable law. The Participant hereby authorizes the Company, at its sole discretion and subject to any limitations under applicable law, to satisfy any such Tax Obligations by any of the following methods: (1) in the event the PRU is to be settled in part in cash rather than settled in full in Shares, withholding from the cash to be distributed to the Participant in settlement of this Award, (2) permitting the Participant to enter into a “same day sale” commitment with a broker-dealer that is a member of the National Association of Securities Dealers (an “NASD Dealer”) whereby the Participant irrevocably elects to sell a portion of the Shares to be delivered under the Award to satisfy the applicable Tax Obligations and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the proceeds necessary to satisfy the Tax Obligations directly to the Company and/or its Affiliates, and (3) withholding Shares that are otherwise to be issued and delivered to the Participant under this Award in satisfaction of the Tax Obligations; provided, however, that the amount of the Shares so withheld pursuant to alternative (3) shall not exceed the amount necessary to satisfy the required Tax Obligations using the minimum statutory withholding rates that are applicable to this kind of income. In addition, to the extent this Award is not settled in cash, the Company is authorized to satisfy any Tax Obligations by withholding for the Tax Obligations from wages and other cash compensation payable to the Participant or by causing the Participant to tender a cash payment to the Company if the Committee determines in good faith at the time the Tax Obligations arises that withholding pursuant to the foregoing alternatives (2) and (3) above are not in the best interest of the Company or the Participant. In applicable subsidiary of the event the Tax Obligations arises prior Company in a form that is reasonably acceptable to the Company, as the Company may determine in its sole discretion. Notwithstanding the foregoing, the Company may retain and withhold from delivery to at the Participant time of vesting that number of shares of Common Stock or it is determined after having a fair market value equal to the delivery taxes owed by the Grantee, which retained shares shall fund the payment of Shares or other property that the amount of the Tax Obligations was greater than the amount withheld such taxes by the Company and/or any Affiliateon behalf of the Grantee. Further to the above, the Participant shall Grantee agrees to indemnify and hold keep indemnified the Company and its Affiliates harmless from the Employer in respect of any failure income tax liability which falls to be paid to UK HM Revenue & Customs ("HMRC") by the Company and/or or the Employer under the Income Tax (Earnings & Pensions) Act 2003 ("ITEPA") and the PAYE regulations referred to in it, and any Affiliate employees' primary Class 1 national insurance contributions which fall to withhold be paid to HMRC by the proper amount. The Company may refuse or the Employer under the PAYE system as it applies for national insurance purposes under the Social Security Contributions and Benefits Act 1992 and the regulations referred to deliver the Shares if the Participant fails to comply with the Participant’s obligations in it arising in connection with the Tax Obligations grant, vesting or cancellation of the Award or the acquisition or other dealing in the shares of Common Stock acquired. If so required by the Company, and if the shares subject to the Award are considered to be "restricted securities" for the purposes of Part 7, Chapter 2 ITEPA (such determination to be made by the Company in its absolute discretion), settlement of the Award will be conditional on the Grantee executing a joint election pursuant to section 431 ITEPA together with the Employer in order to elect that the market value of the shares subject to the Award be calculated as described if such shares were not "restricted securities". Electronic Delivery and Acceptance: The following provision replaces Section 25 of the Agreement in this Paragraph 7.its entirety: 25)

Tax Obligations. The Participant hereby By accepting this Option, Optionee acknowledges that, regardless of any action the Company or Optionee’s employer (the “Employer”) takes with respect to any or all income tax, social security, fringe benefit tax, payroll tax, payment on account or other tax-related items related to the Optionee’s participation in the Plan and legally applicable to Optionee (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains Optionee’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. Optionee further acknowledges that the Company and/or the Employer (i) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Option, including the grant, vesting or exercise of this Option, the subsequent sale of Shares acquired pursuant to such exercise and receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms or the grant or any aspect of this Option to reduce or eliminate Optionee’s liability for Tax-Related Items. If Optionee fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time of the applicable taxable event, Optionee acknowledges and agrees that the Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares. Prior to the relevant taxable or tax withholding event, as applicable, Optionee agrees to make adequate provision for any sums required arrangements satisfactory to satisfy the applicable federal, state, local and foreign employment, social insurance, payroll, income and other tax withholding obligations of the Company or any Affiliate (the “Tax Obligations”) that arise in connection Employer to satisfy all Tax-Related Items. In this regard, Optionee authorizes the Company and the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with this Award. The satisfaction of the Tax Obligations shall occur at the time the Participant receives a distribution of Common Stock regard to all Tax-Related Items, if any, by withholding from Optionee’s wages or other property pursuant cash compensation paid to this Award, or at any time prior to such time or thereafter as reasonably requested Optionee by the Company and/or any Affiliate in accordance with applicable law. The Participant hereby authorizes the Company, at its sole discretion and subject to any limitations under applicable law, to satisfy any such Tax Obligations by any Employer or from proceeds of the following methods: sale of Shares. Alternatively, or in addition, if permissible under Applicable Laws, the Company may (but shall not be obligated to): (1) in sell or arrange for the event sale of Shares that Optionee acquires to meet the PRU is to be settled in part in cash rather than settled in full in Shareswithholding obligation for Tax-Related Items, withholding from the cash to be distributed to the Participant in settlement of this Award, and/or (2) permitting the Participant to enter into a “same day sale” commitment with a broker-dealer that is a member of the National Association of Securities Dealers (an “NASD Dealer”) whereby the Participant irrevocably elects to sell a portion of the withhold in Shares to be delivered under meet the Award to satisfy the applicable Tax Obligations and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the proceeds necessary to satisfy the Tax Obligations directly to the Company and/or its Affiliates, and (3) withholding Shares that are otherwise to be issued and delivered to the Participant under this Award in satisfaction of the Tax Obligations; provided, however, that the amount of the Shares so withheld pursuant to alternative (3) shall not exceed the amount necessary to satisfy the required Tax Obligations using the minimum statutory withholding rates that are applicable to this kind of incomeobligation for Tax-Related Items. In addition, to the extent this Award is not settled in cash, the Company is authorized to satisfy any Tax Obligations by withholding for the Tax Obligations from wages and other cash compensation payable to the Participant or by causing the Participant to tender a cash payment to the Company if the Committee determines in good faith at the time the Tax Obligations arises that withholding pursuant to the foregoing alternatives (2) and (3) above are not in the best interest of Optionee shall pay the Company or the Participant. In the event the Tax Obligations arises prior to the delivery to the Participant of Common Stock or it is determined after the delivery of Shares or other property that the Employer any amount of the Tax Obligations was greater than the amount withheld by the Company and/or any Affiliate, the Participant shall indemnify and hold the Company and its Affiliates harmless from any failure by the Company and/or any Affiliate to withhold the proper amount. The Company may refuse to deliver the Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax Obligations as described in this Paragraph 7.Tax-Related

Tax Obligations. The Participant hereby By accepting this Option, Optionee acknowledges that, regardless of any action the Company or Optionee’s employer (the “Employer”) takes with respect to any or all income tax, social security, fringe benefit tax, payroll tax, payment on account or other tax-related items related to the Optionee’s participation in the Plan and legally applicable to Optionee (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains Optionee’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. Optionee further acknowledges that the Company and/or the Employer (i) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Option, including the grant, vesting or exercise of this Option, the subsequent sale of Shares acquired pursuant to such exercise and receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms or the grant or any aspect of this Option to reduce or eliminate Optionee’s liability for Tax-Related Items. If Optionee fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time of the applicable taxable event, Optionee acknowledges and agrees that the Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares. Prior to the relevant taxable or tax withholding event, as applicable, Optionee agrees to make adequate provision for any sums required arrangements satisfactory to satisfy the applicable federal, state, local and foreign employment, social insurance, payroll, income and other tax withholding obligations of the Company or any Affiliate (the “Tax Obligations”) that arise in connection Employer to satisfy all Tax-Related Items. In this regard, Optionee authorizes the Company and the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with this Award. The satisfaction of the Tax Obligations shall occur at the time the Participant receives a distribution of Common Stock regard to all Tax-Related Items, if any, by withholding from Optionee’s wages or other property pursuant cash compensation paid to this Award, or at any time prior to such time or thereafter as reasonably requested Optionee by the Company and/or any Affiliate in accordance with applicable law. The Participant hereby authorizes the Company, at its sole discretion and subject to any limitations under applicable law, to satisfy any such Tax Obligations by any Employer or from proceeds of the following methods: sale of Shares. Alternatively, or in addition, if permissible under Applicable Laws, the Company may (but shall not be obligated to): (1) in sell or arrange for the event sale of Shares that Optionee acquires to meet the PRU is to be settled in part in cash rather than settled in full in Shareswithholding obligation for Tax-Related Items, withholding from the cash to be distributed to the Participant in settlement of this Award, and/or (2) permitting the Participant to enter into a “same day sale” commitment with a broker-dealer that is a member of the National Association of Securities Dealers (an “NASD Dealer”) whereby the Participant irrevocably elects to sell a portion of the withhold in Shares to be delivered under meet the Award to satisfy the applicable Tax Obligations and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the proceeds necessary to satisfy the Tax Obligations directly to the Company and/or its Affiliates, and (3) withholding Shares that are otherwise to be issued and delivered to the Participant under this Award in satisfaction of the Tax Obligations; provided, however, that the amount of the Shares so withheld pursuant to alternative (3) shall not exceed the amount necessary to satisfy the required Tax Obligations using the minimum statutory withholding rates that are applicable to this kind of incomeobligation for Tax-Related Items. In addition, to the extent this Award is not settled in cash, the Company is authorized to satisfy any Tax Obligations by withholding for the Tax Obligations from wages and other cash compensation payable to the Participant or by causing the Participant to tender a cash payment to the Company if the Committee determines in good faith at the time the Tax Obligations arises that withholding pursuant to the foregoing alternatives (2) and (3) above are not in the best interest of Optionee shall pay the Company or the Participant. In Employer any amount of Tax-Related Items that the event Company or the Tax Obligations arises prior Employer may be required to withhold as a result of Optionee’s participation in the delivery to the Participant of Common Stock Plan or it is determined after the delivery Optionee’s purchase of Shares or other property that the amount of the Tax Obligations was greater than the amount withheld cannot be satisfied by the Company and/or any Affiliatemeans previously described, the Participant shall indemnify and hold if Optionee does not otherwise so pay the Company and its Affiliates harmless from any failure by or the Company and/or any Affiliate to withhold the proper amount. The Company may refuse to deliver the Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax Obligations as described in this Paragraph 7.Employer,