Common use of Withholding of Taxes Clause in Contracts

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary employing or retaining the Employee (the “Employer”) take with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee or deemed by the Company or the Employer to be an appropriate charge to the Employee even if technically due by the Company or the Employer (“Tax-Related Items”), the Employee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUs, the vesting of the RSUs, the delivery of Shares, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Employee’s liability for Tax-Related Items or to achieve any particular tax result. Further, if the Employee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee 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 relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any Tax-Related Items.

Withholding of Taxes. Regardless The section supplements Paragraph 3 of the Agreement. Notwithstanding Paragraph 3 of the Agreement, Employee agrees that if he or she do not pay or the Employer or the Company does not withhold from Employee the full amount of Tax-Related Items that Employee owes due to the vesting of the Restricted Stock Units, or the release or assignment of the Restricted Stock Units for consideration, or the receipt of any action other benefit in connection with the Restricted Stock Units (the “Taxable Event”) within 90 days after the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000, then the amount of income tax that should have been withheld shall constitute a loan owed by Employee to the Employer, effective 90 days after the Taxable Event. Employee agrees that the loan will bear interest at Her Majesty’s Revenue & Customs (“HMRC”) official rate and will be immediately due and repayable by Employee, and the Company and/or the Subsidiary employing Employer may recover it at any time thereafter by withholding the funds from salary, bonus or retaining any other funds due to Employee by the Employer, by withholding in shares of Stock issued upon vesting and settlement of the Restricted Stock Units or from the cash proceeds from the sale of shares of Stock or by demanding cash or a cheque from Employee. Employee also authorizes the Company to delay the issuance of any shares of Stock to Employee unless and until the loan is repaid in full. Notwithstanding the foregoing, if Employee is an officer or executive director (as within the “Employer”meaning of Section 13(k) take with respect of the U.S. Securities and Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that Employee is an officer or executive director and the amount necessary to satisfy Tax-Related Items is not collected from or paid by Employee within 90 days of the Taxable Event, any or all uncollected amounts of income tax (including U.S. federal, state may constitute a benefit to Employee on which additional income tax and local national insurance contributions may be payable. Employee acknowledges that Employee ultimately will be responsible for reporting and paying any income tax and/or nondue on this additional benefit directly to HMRC under the self-U.S. tax), social insurance, payroll tax, payment on account or other tax-related items related to the Employee’s participation in the Plan assessment regime and legally applicable to the Employee or deemed by the Company or the Employer to be an appropriate charge to the Employee even if technically due by for reimbursing the Company or the Employer (“Tax-Related Items”), as appropriate) for the Employee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment value of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUs, the vesting of the RSUs, the delivery of Shares, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Employee’s liability for Tax-Related Items or to achieve any particular tax resultnational insurance contributions due on this additional benefit. Further, if the Employee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee acknowledges that the Company and/or 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 relevant taxable event, the Company will withhold a portion recover any such additional income tax and national insurance contributions at any time thereafter by any of the vested RSUs that have an aggregate Fair Market Value sufficient means referred to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess Paragraph 3 of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any Tax-Related Items.

Withholding of Taxes. Regardless of any action the Company and/or or the employing Subsidiary employing or retaining the Employee (the “Employer”) take takes with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee or deemed by the Company or the Employer to be an appropriate charge to the Employee even if technically due by the Company or the Employer (“Tax-Related Items”), the Employee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Employee’s responsibility and may exceed the amount actually withheld by the Company or and/or the Employeremploying Subsidiary. The Employee further acknowledges that the Company and/or the Employer employing Subsidiary (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the this Award, including the grant of the RSUs, the or vesting of the RSUsRestricted Stock Units, the delivery issuance of SharesShares as payment for vested Restricted Stock Units, the subsequent sale of any the Shares acquired at vesting and the receipt of any dividends or dividend equivalentsdividends; and (b) do not commit to and are under no obligation to structure the terms of the grant this Award or any aspect of the this Award to reduce or eliminate the Employee’s liability for Tax-Related Items or to achieve any particular tax result. Further, if the Employee becomes has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee acknowledges that the Company and/or the Employer employing Subsidiary (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to As a condition of the relevant taxable eventissuance of Shares as payment for vested Restricted Stock Units, the Company (or the employing Subsidiary) will withhold a portion of the vested RSUs Shares that have an aggregate Fair Market Value market value sufficient to pay the all applicable Tax-Related ItemsItems legally required to be withheld by the Company or the employing Subsidiary with respect to this Award, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee refund for the any value of any Share the Shares withheld in excess of the Tax-Related Items tax obligation as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares unless required by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8local laws. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any Tax-Related Items which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from proceeds of the sale of Shares acquired at vesting/settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant to this authorization) and/or from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation of Tax-Related Items is satisfied by reducing the number of Shares delivered as described herein, for tax purposes, the Employee is deemed to have been issued the full number of Shares subject to this Award notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Employee’s participation in the Plan. All Tax-Related Items related to this Award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this Award, the Employee expressly consents to the withholding of Shares, the withholding of the proceeds of the sale of Shares and to any additional cash withholding as provided for in this paragraph 9. The Company may refuse to deliver to the Employee any Shares pursuant to this Award if the Employee fails to comply with the Employee’s obligation in connection with the Tax-Related Items.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary employing or retaining the Employee Participant’s employer (the “Employer”) take takes with respect to any or all income tax (including U.S. federalapplicable national, state and local tax and/or non-U.S. tax)local, social insurance, payroll tax, payment on account or other tax-related items related to tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the Employee’s participation in grant or vesting of the Plan and legally applicable to the Employee or deemed by the Company Deferred Stock Units or the Employer to be an appropriate charge to holding or subsequent sale of Shares, and the Employee even receipt of dividends, if technically due by the Company or the Employer any (“Tax-Related Items”), the Employee Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains the EmployeeParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee Participant further acknowledges that the Company and/or and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardDeferred Stock Units, including the grant of the RSUs, the vesting of the RSUs, the delivery of Sharesor vesting, the subsequent sale of any Shares acquired at vesting under the Plan, and the receipt of any dividends or dividend equivalentsdividends, if any; and (b) do does not commit to and are is under no obligation to structure the terms of the grant Deferred Stock Units or any aspect of the Award Deferred Stock Units to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items Items, or to achieve any particular tax result. Further, if the Employee becomes Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee 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 relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any Tax-Related Items which the Company determines must be withheld with respect to such Shares. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time any applicable Deferred Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Deferred Stock Units and any right to receive Shares thereunder and the Deferred Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary employing or retaining the Employee (the “Employer”) take with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee or deemed by the Company or the Employer to be an appropriate charge to the Employee even if technically due by the Company or the Employer (“Tax-Related Items”), the Employee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUs, the vesting of the RSUs, the delivery of Shares, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (b) do not commit to continue to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Employee’s liability for Tax-Related Items or to achieve any particular tax result. Further, if the Employee becomes subject to tax in more than one jurisdiction between the date of grant Grant Date and the date of any relevant taxable event, the Employee 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 relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 9 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 89. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any Tax-Related Items.

Withholding of Taxes. Regardless Participant acknowledges that, regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Stock Units, including, without limitation, (i) all federal, state, and local taxes (including Participant’s Federal Insurance Contributions Act (FICA) obligations) that are required to be withheld by the Company and/or the Subsidiary employing or retaining the Employee (the “Employer”) take with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other payment of tax-related items related to the EmployeeParticipant’s participation in the Plan and legally applicable to Participant; (ii) Participant’s and, to the Employee or deemed extent required by the Company, the Company’s fringe benefit tax liability, if any, associated with the grant, vesting, or settlement of the Restricted Stock Units or sale of Shares; and (iii) any other Company taxes the responsibility for which Participant has, or the Employer has agreed to be an appropriate charge bear, with respect to the Employee even if technically due by Restricted Stock Units (or settlement thereof or issuance of Shares thereunder) (collectively, the Company or the Employer (“Tax-Related ItemsTax Obligations”), the Employee acknowledges that the ultimate liability for all Tax-Related Items is and remains the EmployeeParticipant’s sole responsibility and may exceed the amount actually withheld by the Company or the Employerapplicable Company. The Employee Participant further acknowledges that the Company and/or the Employer does not (aA) make no any representations or undertakings regarding the treatment of any Tax-Related Items Tax Obligations in connection with any aspect of the AwardRestricted Stock Units, including including, but not limited to, the grant grant, vesting or settlement of the RSUs, the vesting of the RSUs, the delivery of SharesRestricted Stock Units, the subsequent sale of any Shares acquired at vesting pursuant to such settlement and the receipt of any dividends or dividend equivalents; other distributions, and (bB) do not commit make any commitment to and are is under no any obligation to structure the terms of the grant or any aspect of the Award Restricted Stock Units to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items Tax Obligations or to achieve any particular tax result. Further, if the Employee becomes Participant is subject to tax Tax Obligations in more than one jurisdiction between the date Date of grant Grant and the date of any relevant taxable or tax withholding event, the Employee as applicable, 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 Tax Obligations in more than one jurisdiction. Prior Pursuant to such procedures as the relevant taxable eventAdministrator may specify from time to time, the Company will may withhold a portion the amount required to be withheld for the payment of Tax Obligations (the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items“Withholding Obligations”). The number of Shares withheld Administrator, in its sole discretion and pursuant to the prior sentence will be rounded up such procedures as it may specify from time to the nearest whole Sharetime, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of may permit Participant to satisfy such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vestWithholding Obligations, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded part (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for tradinglimitation), the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e.if permissible by applicable local law, the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the followingby: (i) retaining without notice from salary or other amounts payable to the Employeepaying cash in U.S. dollars, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging having the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Withholding Obligations (or such greater amount as Participant may elect if permitted by the sale Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Participant’s wages or other cash compensation paid to Participant by the Company, (iv) delivering to the Company Shares that Participant owns and that already have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (v) selling a sufficient number of such Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatmentParticipant, through such means as the Company may withhold determine in its sole discretion (whether through a broker or account otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for Tax-Related Items such Withholding Obligations (or such greater amount as Participant may elect if permitted by considering applicable minimum statutory withholding amounts the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”), (vi) such other means as the Administrator deems appropriate, or other applicable withholding rates(vii) any combination of the foregoing methods of payment. If the obligation for Tax-Related Items is Withholding Obligations are satisfied by withholding a number of Shares as described herein, the Employee shall be deemedin Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested portion of the AwardRestricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the TaxWithholding Obligations. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Withholding Obligations by Net Share Withholding. If Net Share Withholding is the method by which such Withholding Obligations are satisfied, the Company will not withhold on a fractional Share basis to satisfy any portion of the Withholding Obligations and, unless the Company determines otherwise, no refund will be made to Participant for the value of the portion of a Share, if any, withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Participant agrees that as part of the Sell to Cover, additional Shares may be sold to satisfy any associated broker or other fees. Only whole Shares will be sold pursuant to a Sell to Cover. Any proceeds from the sale of Shares pursuant to a Sell to Cover that are in excess of the Withholding Obligations and any associated broker or other fees will be paid to Participant in accordance with procedures the Company may specify from time to time. Participant is advised to review with his or her own tax advisers the U.S. federal, state, local and non-Related Items due U.S. tax consequences of the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely on such advisers and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of the transactions contemplated by this Award Agreement. For clarification purposes, in no event will the Company issue Participant any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until arrangements satisfactory arrangements (as determined by to the Company) Administrator have been made by the Employee with respect to for the payment of Participant’s Withholding Obligations. If Participant fails to make satisfactory arrangements for the payment of such Withholding Obligations hereunder at the time any Tax-Related Itemsapplicable Restricted Stock Units otherwise are scheduled to vest pursuant to this Award Agreement or Participant’s Withholding Obligations otherwise become due, Participant permanently will forfeit such Restricted Stock Units to which Participant’s Withholding Obligation relates and any right to receive Shares thereunder and such Restricted Stock Units will be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may permanently refuse to issue or deliver the Shares if such Withholding Obligations are not delivered at the time they are due.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary employing or retaining the Employee (the “"Employer”") take with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related items related to the Employee’s 's participation in the Plan and legally applicable to the Employee or deemed by the Company or the Employer to be an appropriate charge to the Employee even if technically due by the Company or the Employer (“"Tax-Related Items”"), the Employee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Employee’s 's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUs, the vesting of the RSUs, the delivery of Shares, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Employee’s 's liability for Tax-Related Items or to achieve any particular tax result. Further, if the Employee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee 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 relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s 's Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 9 (i.e., the deemed Fair Market Value of the Company’s 's Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s 's Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s 's behalf and at the Employee’s 's direction pursuant to this authorization). To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 89. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any Tax-Related Items.

Withholding of Taxes. Regardless Participant acknowledges that, regardless of any action taken by the Company and/or the Subsidiary employing or retaining the Employee or, if different, Participant’s employer (the “Employer”) take or any Parent or Subsidiary to which Participant is providing services (together, the “Service Recipients”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with respect to any or the Restricted Stock Units, including, without limitation, (i) all income tax federal, state, and local taxes (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account Participant’s Federal Insurance Contributions Act (FICA) obligations) that are required to be withheld by any Service Recipient or other payment of tax-related items related to the EmployeeParticipant’s participation in the Plan and legally applicable to the Employee or deemed by the Company or the Employer to be an appropriate charge Participant; (ii) Participant’s and, to the Employee even extent required by any Service Recipient, the Service Recipient’s fringe benefit tax liability, if technically due by any, associated with the Company grant, vesting, or settlement of the Employer Restricted Stock Units or sale of Shares; and (iii) any other Service Recipient taxes the responsibility for which Participant has, or has agreed to bear, with respect to the Restricted Stock Units (or settlement thereof or issuance of Shares thereunder) (collectively, the “Tax-Related ItemsTax Obligations”), the Employee acknowledges that the ultimate liability for all Tax-Related Items is and remains the EmployeeParticipant’s sole responsibility and may exceed the amount actually withheld by the Company or the Employerapplicable Service Recipient(s). The Employee Participant further acknowledges that the Company and/or the Employer no Service Recipient (aA) make no makes any representations or undertakings regarding the treatment of any Tax-Related Items Tax Obligations in connection with any aspect of the AwardRestricted Stock Units, including including, but not limited to, the grant grant, vesting or settlement of the RSUs, the vesting of the RSUs, the delivery of SharesRestricted Stock Units, the subsequent sale of any Shares acquired at vesting pursuant to such settlement and the receipt of any dividends or dividend equivalents; other distributions, and (bB) do not commit makes any commitment to and are is under no any obligation to structure the terms of the grant or any aspect of the Award Restricted Stock Units to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items Tax Obligations or to achieve any particular tax result. Further, if the Employee becomes Participant is subject to tax Tax Obligations in more than one jurisdiction between the date Date of grant Grant and the date of any relevant taxable or tax withholding event, the Employee as applicable, Participant acknowledges that the Company and/or the Employer applicable Service Recipient(s) (or former employer, as applicable) may be required to withhold or account for Tax-Related Items Tax Obligations in more than one jurisdiction. Prior Pursuant to such procedures as the relevant taxable eventAdministrator may specify from time to time, the Company will Service Recipient may withhold a portion the amount required to be withheld for the payment of Tax Obligations (the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items“Withholding Obligations”). The number of Shares withheld Administrator, in its sole discretion and pursuant to the prior sentence will be rounded up such procedures as it may specify from time to the nearest whole Sharetime, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of may permit Participant to satisfy such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vestWithholding Obligations, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded part (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for tradinglimitation), the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e.if permissible by applicable local law, the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the followingby: (i) retaining without notice from salary or other amounts payable to the Employeepaying cash in U.S. dollars, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging having the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Withholding Obligations (or such greater amount as Participant may elect if permitted by the sale Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Participant’s wages or other cash compensation paid to Participant by the applicable Service Recipient(s), (iv) delivering to the Company Shares that Participant owns and that already have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (v) selling a sufficient number of such Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatmentParticipant, through such means as the Company may withhold determine in its sole discretion (whether through a broker or account otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for Tax-Related Items such Withholding Obligations (or such greater amount as Participant may elect if permitted by considering applicable minimum statutory withholding amounts the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”), (vi) such other means as the Administrator deems appropriate, or other applicable withholding rates(vii) any combination of the foregoing methods of payment. If the obligation for Tax-Related Items is Withholding Obligations are satisfied by withholding a number of Shares as described herein, the Employee shall be deemedin Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested portion of the AwardRestricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the TaxWithholding Obligations. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Withholding Obligations by Net Share Withholding. If Net Share Withholding is the method by which such Withholding Obligations are satisfied, the Company will not withhold on a fractional Share basis to satisfy any portion of the Withholding Obligations and, unless the Company determines otherwise, no refund will be made to Participant for the value of the portion of a Share, if any, withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Participant agrees that as part of the Sell to Cover, additional Shares may be sold to satisfy any associated broker or other fees. Only whole Shares will be sold pursuant to a Sell to Cover. Any proceeds from the sale of Shares pursuant to a Sell to Cover that are in excess of the Withholding Obligations and any associated broker or other fees will be paid to Participant in accordance with procedures the Company may specify from time to time. Until determined otherwise by the Administrator, any Withholding Obligations will be satisfied through the following method: (i) if Participant is a Section 16 officer of the Company under the Exchange Act as of the Date of Grant, Net Share Withholding, or (ii) if Participant is not a Section 16 officer of the Company under the Exchange Act as of the Date of Grant, a Sell to Cover. Participant is advised to review with his or her own tax advisers the U.S. federal, state, local and non-Related Items due U.S. tax consequences of the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely on such advisers and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company or any Service Recipient) shall be responsible for Participant’s own tax liability that may arise as a result of the transactions contemplated by this Award Agreement. For clarification purposes, in no event will the Company issue Participant any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until arrangements satisfactory arrangements (as determined by to the Company) Administrator have been made by the Employee with respect to for the payment of Participant’s Withholding Obligations. If Participant fails to make satisfactory arrangements for the payment of such Withholding Obligations hereunder at the time any Tax-Related Itemsapplicable Restricted Stock Units otherwise are scheduled to vest pursuant to this Award Agreement or Participant’s Withholding Obligations otherwise become due, Participant permanently will forfeit such Restricted Stock Units to which Participant’s Withholding Obligation relates and any right to receive Shares thereunder and such Restricted Stock Units will be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may permanently refuse to issue or deliver the Shares if such Withholding Obligations are not delivered at the time they are due.

Withholding of Taxes. Regardless Participant acknowledges that, regardless of any action taken by the Company and/or the Subsidiary employing or retaining the Employee or, if different, Participant’s employer (the “Employer”) take or any Parent or Subsidiary to which Participant is providing services (together, the “Service Recipients”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with respect to any or the Restricted Stock Units, including, without limitation, (i) all income tax federal, state, and local taxes (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account Participant’s Federal Insurance Contributions Act (FICA) obligations) that are required to be withheld by any Service Recipient or other payment of tax-related items related to the EmployeeParticipant’s participation in the Plan and legally applicable to the Employee or deemed by the Company or the Employer to be an appropriate charge Participant; (ii) Participant’s and, to the Employee even extent required by any Service Recipient, the Service Recipient’s fringe benefit tax liability, if technically due by any, associated with the Company grant, vesting, or settlement of the Employer Restricted Stock Units or sale of Shares; and (iii) any other Service Recipient taxes the responsibility for which Participant has, or has agreed to bear, with respect to the Restricted Stock Units (or settlement thereof or issuance of Shares thereunder) (collectively, the “Tax-Related ItemsTax Obligations”), the Employee acknowledges that the ultimate liability for all Tax-Related Items is and remains the EmployeeParticipant’s sole responsibility and may exceed the amount actually withheld by the Company or the Employerapplicable Service Recipient(s). The Employee Participant further acknowledges that the Company and/or the Employer no Service Recipient (aA) make no makes any representations or undertakings regarding the treatment of any Tax-Related Items Tax Obligations in connection with any aspect of the AwardRestricted Stock Units, including including, but not limited to, the grant grant, vesting or settlement of the RSUs, the vesting of the RSUs, the delivery of SharesRestricted Stock Units, the subsequent sale of any Shares acquired at vesting pursuant to such settlement and the receipt of any dividends or dividend equivalents; other distributions, and (bB) do not commit makes any commitment to and are is under no any obligation to structure the terms of the grant or any aspect of the Award Restricted Stock Units to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items Tax Obligations or to achieve any particular tax result. Further, if the Employee becomes Participant is subject to tax Tax Obligations in more than one jurisdiction between the date Date of grant Award Grant and the date of any relevant taxable or tax withholding event, the Employee as applicable, Participant acknowledges that the Company and/or the Employer applicable Service Recipient(s) (or former employer, as applicable) may be required to withhold or account for Tax-Related Items Tax Obligations in more than one jurisdiction. Prior If Participant fails to make satisfactory arrangements for the relevant payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Participant acknowledges and agrees that the Company will withhold a portion of may refuse to issue or deliver the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of and may deem such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory Shares forfeited to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8no consideration. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of the Tax Obligations. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Service Recipient to satisfy all obligations of the Service Recipient for the Tax Obligations. In this regard, Participant authorizes the Service Recipient to withhold all applicable Tax Obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Service Recipient or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company may, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax Obligations, in whole or in part (without limitation) by (a) paying cash (or cash equivalent), (b) electing to have the Company withhold otherwise deliverable cash or Shares having a fair market value equal to the minimum statutory amount required to be withheld or such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, (c) delivering to the Company already-owned Shares having a fair market value equal to the minimum statutory amount required to be withheld or such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld for Tax Obligations. The Company, in its sole discretion, will have the right (but not the obligation) to satisfy any TaxTax Obligations by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such obligations for Tax Obligations are satisfied. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax Obligations related to the Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company. Participant has reviewed with his or her own tax advisers the U.S. federal, state, local and non-Related ItemsU.S. tax consequences of this investment and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely on such advisers and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary employing or retaining the Employee Participant’s employer (the “Employer”) take takes with respect to any or all income tax (including U.S. federalapplicable national, state and local tax and/or non-U.S. tax)local, social insurance, payroll tax, payment on account or other tax-related items related to tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the Employee’s participation in grant, vesting or settlement of the Plan and legally applicable to the Employee or deemed by the Company Performance Stock Units or the Employer to be an appropriate charge to holding or subsequent sale of Shares, and the Employee even receipt of dividends, if technically due by the Company or the Employer any (“Tax-Related Items”), the Employee Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains the EmployeeParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee Participant further acknowledges that the Company and/or and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardPerformance Stock Units, including the grant of the RSUs, the vesting of the RSUs, the delivery of Sharesor vesting, the subsequent sale of any Shares acquired at vesting under the Plan, and the receipt of any dividends or dividend equivalentsdividends, if any; and (b) do does not commit to and are is under no obligation to structure the terms of the grant Performance Stock Units or any aspect of the Award Performance Stock Units to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items Items, or to achieve any particular tax result. Further, if the Employee becomes Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee 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 relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued and no cash will be paid to Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any Tax-Related Items which the Company determines must be withheld with respect to the Performance Stock Units. On each vesting date (or other date or time at which the Company is required to withhold Tax-Related Items), the Company will retain from the Shares otherwise issuable on such date a number of Shares having a fair market value (as determined by the Company in its sole discretion) equal to the Company’s minimum statutory withholding obligation with respect to Tax-Related Items. If the Company is unable to retain sufficient Shares to satisfy such Tax-Related Items, the Participant acknowledges and agrees that the Company or an affiliate of the Company has the right to deduct from payments of any kind otherwise due to the Participant any national, state, local or other taxes of any kind required by law to be withheld for Tax-Related Items relating to the vesting of the Performance Stock Units. If Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time any applicable Performance Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Performance Stock Units and any right to receive Shares and/or cash thereunder and the Performance Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Regardless Participant acknowledges that, regardless of any action taken by the Company and/or the Subsidiary employing or retaining the Employee or, if different, Participant’s employer (the “Employer”) take or any Parent or Subsidiary to which Participant is providing services (together, the “Service Recipients”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with respect to any or the Restricted Stock Units, including, without limitation, (i) all income tax federal, state, and local taxes (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account Participant’s Federal Insurance Contributions Act (FICA) obligations) that are required to be withheld by any Service Recipient or other payment of tax-related items related to the EmployeeParticipant’s participation in the Plan and legally applicable to the Employee or deemed by the Company or the Employer to be an appropriate charge Participant; (ii) Participant’s and, to the Employee even extent required by any Service Recipient, the Service Recipient’s fringe benefit tax liability, if technically due by any, associated with the Company grant, vesting, or settlement of the Employer Restricted Stock Units or sale of Shares; and (iii) any other Service Recipient taxes the responsibility for which Participant has, or has agreed to bear, with respect to the Restricted Stock Units (or settlement thereof or issuance of Shares thereunder) (collectively, the “Tax-Related ItemsTax Obligations”), the Employee acknowledges that the ultimate liability for all Tax-Related Items is and remains the EmployeeParticipant’s sole responsibility and may exceed the amount actually withheld by the Company or the Employerapplicable Service Recipient(s). The Employee Participant further acknowledges that the Company and/or the Employer no Service Recipient (aA) make no makes any representations or undertakings regarding the treatment of any Tax-Related Items Tax Obligations in connection with any aspect of the AwardRestricted Stock Units, including including, but not limited to, the grant grant, vesting or settlement of the RSUs, the vesting of the RSUs, the delivery of SharesRestricted Stock Units, the subsequent sale of any Shares acquired at vesting pursuant to such settlement and the receipt of any dividends or dividend equivalents; other distributions, and (bB) do not commit makes any commitment to and are is under no any obligation to structure the terms of the grant or any aspect of the Award Restricted Stock Units to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items Tax Obligations or to achieve any particular tax result. Further, if the Employee becomes Participant is subject to tax Tax Obligations in more than one jurisdiction between the date Date of grant Grant and the date of any relevant taxable or tax withholding event, the Employee as applicable, Participant acknowledges that the Company and/or the Employer applicable Service Recipient(s) (or former employer, as applicable) may be required to withhold or account for Tax-Related Items Tax Obligations in more than one jurisdiction. Prior Pursuant to such procedures as the relevant taxable eventAdministrator may specify from time to time, the Company will Service Recipient may withhold a portion the amount required to be withheld for the payment of Tax Obligations (the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items“Withholding Obligations”). The number of Shares withheld Administrator, in its sole discretion and pursuant to the prior sentence will be rounded up such procedures as it may specify from time to the nearest whole Sharetime, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of may permit Participant to satisfy such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vestWithholding Obligations, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded part (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for tradinglimitation), the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e.if permissible by applicable local law, the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the followingby: (i) retaining without notice from salary or other amounts payable to the Employeepaying cash in U.S. dollars, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging having the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Withholding Obligations (or such greater amount as Participant may elect if permitted by the sale Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Participant’s wages or other cash compensation paid to Participant by the applicable Service Recipient(s), (iv) delivering to the Company Shares that Participant owns and that already have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (v) selling a sufficient number of such Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatmentParticipant, through such means as the Company may withhold determine in its sole discretion (whether through a broker or account otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for Tax-Related Items such Withholding Obligations (or such greater amount as Participant may elect if permitted by considering applicable minimum statutory withholding amounts the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”), (vi) such other means as the Administrator deems appropriate, or other applicable withholding rates(vii) any combination of the foregoing methods of payment. If the obligation for Tax-Related Items is Withholding Obligations are satisfied by withholding a number of Shares as described herein, the Employee shall be deemedin Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested portion of the AwardRestricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the TaxWithholding Obligations. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Withholding Obligations by Net Share Withholding. If Net Share Withholding is the method by which such Withholding Obligations are satisfied, the Company will not withhold on a fractional Share basis to satisfy any portion of the Withholding Obligations and, unless the Company determines otherwise, no refund will be made to Participant for the value of the portion of a Share, if any, withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Participant agrees that as part of the Sell to Cover, additional Shares may be sold to satisfy any associated broker or other fees. Only whole Shares will be sold pursuant to a Sell to Cover. Any proceeds from the sale of Shares pursuant to a Sell to Cover that are in excess of the Withholding Obligations and any associated broker or other fees will be paid to Participant in accordance with procedures the Company may specify from time to time. Participant is advised to review with his or her own tax advisers the U.S. federal, state, local and non-Related Items due U.S. tax consequences of the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely on such advisers and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company or any Service Recipient) shall be responsible for Participant’s own tax liability that may arise as a result of the transactions contemplated by this Award Agreement. For clarification purposes, in no event will the Company issue Participant any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until arrangements satisfactory arrangements (as determined by to the Company) Administrator have been made by the Employee with respect to for the payment of Participant’s Withholding Obligations. If Participant fails to make satisfactory arrangements for the payment of such Withholding Obligations hereunder at the time any Tax-Related Itemsapplicable Restricted Stock Units otherwise are scheduled to vest pursuant to this Award Agreement or Participant’s Withholding Obligations otherwise become due, Participant permanently will forfeit such Restricted Stock Units to which Participant’s Withholding Obligation relates and any right to receive Shares thereunder and such Restricted Stock Units will be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may permanently refuse to issue or deliver the Shares if such Withholding Obligations are not delivered at the time they are due.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary employing or retaining the Employee Participant’s employer (the “Employer”) take takes with respect to any or all income tax (including U.S. federalapplicable national, state and local tax and/or non-U.S. tax)local, social insurance, payroll tax, payment on account or other tax-related items related to tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the Employee’s participation in grant or vesting of the Plan and legally applicable to the Employee or deemed by the Company Restricted Stock Units or the Employer to be an appropriate charge to holding or subsequent sale of Shares, and the Employee even receipt of dividends, if technically due by any, or otherwise in connection with the Company Restricted Stock Units or the Employer Shares (“Tax-Related Items”), the Employee Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains the EmployeeParticipant’s responsibility and may exceed the any amount actually withheld by the Company or the Employer. The Employee Participant further acknowledges and agrees that Participant is solely responsible for filing all relevant documentation that may be required in relation to the Restricted Stock Units or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company or a Parent, Subsidiary, or Employer pursuant to Applicable Law) such as but not limited to personal income tax returns or reporting statements in relation to the grant, vesting or payment of the Restricted Stock Units, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends. Participant further acknowledges that the Company and/or and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRestricted Stock Units, including the grant of the RSUs, the or vesting of the RSUs, the delivery of SharesRestricted Stock Units, the subsequent sale of any Shares acquired at vesting under the Plan, and the receipt of any dividends or dividend equivalentsdividends, if any; and (b) do not commit to and are under no obligation to structure the terms of the grant Restricted Stock Units or any aspect of the Award Restricted Stock Units to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items Items, or to achieve any particular tax result. Participant also understands that Applicable Laws may require varying Share or Restricted Stock Unit valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Participant under Applicable Laws. Further, if the Employee becomes Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee 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 Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as which the Company determines must be withheld with respect to such Shares. As a result of such rounding. If condition to the date grant and vesting of the relevant taxable event (e.g., the date upon which the RSUs vest, Restricted Stock Units and as set forth in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion Section 15 of the vested RSUs Plan, Participant hereby agrees to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price make adequate provision for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to satisfaction of (and will indemnify the Company for such and any Parent or Subsidiary for) any Tax-Related Items. In additionthis regard, Participant authorizes the Company and/or the Employer has the right or their respective agents, at their discretion, to satisfy any the obligations with regard to all Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice by receipt of a cash payment from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related ItemsParticipant; or (ii) arranging for by withholding from Participant’s wages or other cash compensation paid to Participant by the Company or the Employer; (iii) withholding Shares that otherwise would be issued to Participant upon payment of the vested Restricted Stock Units (provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s minimum tax withholding obligations); (iv) by withholding from proceeds of the sale of Shares otherwise deliverable to acquired upon payment of the Employee vested Restricted Stock Units through a voluntary sale or a mandatory sale arranged by the Company (on the EmployeeParticipant’s behalf and at the Employee’s direction pursuant to this authorization), or (v) by any other arrangement approved by the Committee. To avoid negative accounting treatmentNotwithstanding the foregoing, if Participant is subject to Section 16 of the Company may withhold or account for Exchange Act, Participant’s obligations with respect to all Tax-Related Items shall be satisfied by considering applicable the Company withholding Shares that otherwise would be issued to Participant upon payment of the vested Restricted Stock Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s minimum statutory tax withholding amounts obligations. Any Shares withheld pursuant to this Section 7 shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. Furthermore, Participant agrees to pay the Company or other applicable withholding rates. If the obligation for any Parent, Subsidiary, or Employer any Tax-Related Items is that cannot be satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any Tax-Related Itemsforegoing methods.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary employing or retaining the Employee Participant’s employer (the “Employer”) take takes with respect to any or all income tax (including U.S. federalapplicable national, state and local tax and/or non-U.S. tax)local, social insurance, payroll tax, payment on account or other tax-related items related to tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the Employee’s participation in grant or vesting of the Plan and legally applicable to the Employee or deemed by the Company Restricted Stock Units or the Employer to be an appropriate charge to holding or subsequent sale of Shares, and the Employee even receipt of dividends, if technically due by any, or otherwise in connection with the Company Restricted Stock Units or the Employer Shares (“Tax-Related Items”), the Employee Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains the EmployeeParticipant’s responsibility and may exceed the any amount actually withheld by the Company or the Employer. The Employee Participant further acknowledges and agrees that Participant is solely responsible for filing all relevant documentation that may be required in relation to the Restricted Stock Units or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company or a Parent, Subsidiary, or Employer pursuant to Applicable Laws) such as but not limited to personal income tax returns or reporting statements in relation to the grant, vesting or payment of the Restricted Stock Units, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends. Participant further acknowledges that the Company and/or and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRestricted Stock Units, including the grant of the RSUs, the or vesting of the RSUs, the delivery of SharesRestricted Stock Units, the subsequent sale of any Shares acquired at vesting under the Plan, and the receipt of any dividends or dividend equivalentsdividends, if any; and (b) do not commit to and are under no obligation to structure the terms of the grant Restricted Stock Units or any aspect of the Award Restricted Stock Units to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items Items, or to achieve any particular tax result. Participant also understands that Applicable Laws may require varying Share or Restricted Stock Unit valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Participant under Applicable Laws. Further, if the Employee becomes Participant has become subject to tax in more than one jurisdiction between the date Date of grant Grant and the date of any relevant taxable event, the Employee 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 Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as which the Company determines must be withheld with respect to such Shares. As a result of such rounding. If condition to the date grant and vesting of the relevant taxable event (e.g., the date upon which the RSUs vest, Restricted Stock Units and as set forth in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion Section 15 of the vested RSUs Plan, Participant hereby agrees to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price make adequate provision for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to satisfaction of (and will indemnify the Company for such and any Parent or Subsidiary for) any Tax-Related Items. In additionthis regard, Participant authorizes the Company and/or the Employer has the right or their respective agents, at their discretion, to satisfy any the obligations with regard to all Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice by receipt of a cash payment from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related ItemsParticipant; or (ii) arranging for by withholding from Participant’s wages or other cash compensation paid to Participant by the Company or the Employer; (iii) withholding Shares that otherwise would be issued to Participant upon payment of the vested Restricted Stock Units (provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s minimum tax withholding obligations); (iv) by withholding from proceeds of the sale of Shares otherwise deliverable to acquired upon payment of the Employee vested Restricted Stock Units through a voluntary sale or a mandatory sale arranged by the Company (on the EmployeeParticipant’s behalf and at the Employee’s direction pursuant to this authorization); or (v) by any other arrangement approved by the Administrator. To avoid negative accounting treatmentNotwithstanding the foregoing, if Participant is subject to Section 16 of the Company may withhold or account for Exchange Act, Participant’s obligations with respect to all Tax-Related Items shall be satisfied by considering applicable the Company withholding Shares that otherwise would be issued to Participant upon payment of the vested Restricted Stock Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s minimum statutory tax withholding amounts obligations. Any Shares withheld pursuant to this Section 7 shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. Furthermore, Participant agrees to pay the Company or other applicable withholding rates. If the obligation for any Parent, Subsidiary, or Employer any Tax-Related Items is that cannot be satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any Tax-Related Itemsforegoing methods.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing or retaining the Employee Grantee (the “Employer”) take with respect to any or all income tax (including U.S. federal, state and and/or local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account account, or other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee or deemed by the Company or the Employer to be an appropriate charge to the Employee even if technically due by the Company or the Employer withholding (“Tax-Related Items”), the Employee Grantee hereby acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee with respect to the Option is and remains the EmployeeGrantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardOption, including the grant of the RSUsOption, the vesting or exercise of the RSUs, the delivery of SharesOption, the subsequent sale of any Shares acquired at vesting pursuant to such exercise and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Option to reduce or eliminate the EmployeeGrantee’s liability for Tax-Related Items or to achieve any particular tax result. Further, if the Employee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee 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 jurisdictionItems. Prior to the relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to Grantee shall pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate adequate arrangements satisfactory to the Company for such and/or the Employer to satisfy all Tax-Related Items. In additionthis regard, Grantee hereby authorizes the Company and/or the Employer has the right Employer, in their sole discretion, pursuant to satisfy such procedures as they may specify from time to time and without any notice to or authorization by Grantee, to withhold all applicable Tax-Related Items that the Company determines cannot be satisfied through the withholding legally payable by Grantee in whole or in part by means of otherwise deliverable Shares by one or a combination of the following: following (iwithout limitation): (1) retaining without notice withholding from salary Grantee’s wages or other amounts payable cash compensation paid to Grantee by the Employee, cash having a sufficient value to satisfy any Tax-Related ItemsCompany and/or the Employer; (2) withholding from proceeds of the sale of Shares acquired upon exercise of the Option; (3) selling or (ii) arranging for the sale of Shares otherwise deliverable to acquired upon exercise of the Employee Option (on the EmployeeGrantee’s behalf and at the EmployeeGrantee’s direction discretion pursuant to this authorization). To avoid negative accounting treatment, ) through such means as the Company may withhold determine in its sole discretion (whether through a broker or account otherwise); or (4) withholding in Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment. If the Company satisfies the withholding obligation for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares in Shares, as described hereinabove, the Employee shall be deemed, for tax purposes, Grantee hereby acknowledges that Grantee is deemed to have been issued the full number of Shares subject to the vested portion of the AwardOption, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the AwardOption. By accepting this RSU award, the Employee expressly consents Grantee hereby acknowledges that Grantee is required to pay to the withholding Company or sale the Employer any amount of Shares and Tax-Related Items that the Company or the Employer may be required to any additional cash withholding withhold as provided for a result of Grantee’s participation in the Plan, or the purchase of Common Stock at exercise that cannot be satisfied by the means previously described. Grantee hereby acknowledges that the Company may refuse to honor the exercise of the Option if Grantee fails to comply with Grantee’s obligations in connection with the Tax-Related Items as described in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any Tax-Related Items.

Withholding of Taxes. Regardless Notwithstanding any contrary provision of any action this Agreement, no shares of Common Stock will be issued to the Company and/or Participant, unless and until satisfactory arrangements (as determined by the Subsidiary employing or retaining Plan Administrator) will have been made by the Employee (the “Employer”) take Participant with respect to any or all the payment of income tax (including U.S. federalunder Pay As You Earn (“PAYE”)), state and local tax and/or non-U.S. tax)employment, social insurance, payroll tax, payment on account or and other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee or deemed by taxes which the Company or determines must be withheld with respect to such Shares so issuable (the Employer to be an appropriate charge to the Employee even if technically due by the Company or the Employer (“Tax-Related ItemsWithholding Taxes”), the Employee . The Company’s assessment shall be final and binding on Participant. Participant acknowledges that the ultimate liability for all Tax-Related Items Withholding Taxes legally due by the Participant is and remains the EmployeeParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer Participant’s actual employer (athe “Employer”) (i) make no representations or undertakings regarding the treatment of any Tax-Related Items Withholding Taxes in connection with any aspect of the AwardPerformance Units, including the grant of the RSUsPerformance Units, the vesting of the RSUsPerformance Units, the delivery settlement of Sharesthe Performance Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any Shares shares of Common Stock acquired at vesting and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Performance Units to reduce or eliminate the EmployeeParticipant’s liability for TaxWithholding Taxes. The question whether Withholding Taxes (including PAYE) is to be accounted for, and if so, the amount due upon the assignment or release (as the case may be) shall be assessed by the Company or the Employer having regard to the income tax rates in force at that time, taking into account relief for Secondary Contributions that are payable by Participant (if any) and the prevailing legislation. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Performance Units, according to the vesting schedule, or such other event giving rise to Withholding Taxes, having a Fair Market Value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-Related Items withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Performance Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to achieve any particular tax result. Further, if the Employee becomes subject Employer (in their sole discretion) to tax in more than one jurisdiction between the date satisfy all withholding and payment on account obligations of grant and the date of any relevant taxable event, the Employee acknowledges that the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer (or former employer, as applicable) may be required to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or account for Tax-Related Items in more than one jurisdiction. Prior other cash compensation payable to the relevant taxable eventParticipant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Performance Units. Alternatively, or in addition, if permissible under local law, the Company will withhold a portion of Participant may instruct and authorize the vested RSUs that have an aggregate Fair Market Value sufficient Plan Administrator to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vestWithholding Taxes, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion by one of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any Tax-Related Items.following alternatives:

Withholding of Taxes. Regardless Participant acknowledges that, regardless of any action taken by the Company and/or or, if different, the Parent or Subsidiary retaining or employing or retaining the Employee Participant (the “Employer”) take with respect to any or the ultimate liability for all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the EmployeeParticipant’s participation in the Plan and legally applicable to the Employee or deemed by the Company or the Employer to be an appropriate charge to the Employee even if technically due by the Company or the Employer Participant (“Tax-Related Items”), the Employee acknowledges that the ultimate liability for all Tax-Related Items is and remains the EmployeeParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee Participant further acknowledges that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardPSUs, including including, but not limited to, the grant grant, vesting or settlement of the RSUs, the vesting of the RSUs, the delivery of SharesPSUs, the subsequent sale of any Shares acquired at vesting pursuant to such settlement and the receipt of any dividends or dividend equivalents; and (b2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award PSUs to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items or to achieve any particular tax result. Further, if the Employee becomes Participant is subject to tax Tax-Related Items in more than one jurisdiction between the date of grant and the date of any relevant taxable eventjurisdiction, the Employee 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 any relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory to the Company will withhold a portion of and/or the vested RSUs that have an aggregate Fair Market Value sufficient Employer to pay the satisfy all Tax-Related Items. The number Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares withheld pursuant will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to Company determines must be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior with respect to such taxable eventShares. Alternatively, the CompanyThe Administrator, in its sole discretiondiscretion and pursuant to such procedures as it may specify from time to time, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; , in whole or in part (without limitation) by (a) withholding from Participant’s wages or other cash compensation payable to Participant by the Company and/or any Parent or Subsidiary, (b) withhold otherwise deliverable Shares, or (iic) arranging for the sale selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Employee Company may determine in its sole discretion (whether through a broker or otherwise). Depending on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatmentwithholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates 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 Share equivalent. If To the obligation for extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax-Related Items is satisfied by withholding a reducing the number of Shares as described herein, the Employee shall be deemedotherwise deliverable to Participant. In this case, for tax purposes, Participant will be deemed to have been issued the full number of Shares subject to the vested portion of the AwardPSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. 44 6623174-v9\GESDMS If Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the Company determines that such withholding method is problematic under Applicable Laws. In this case, Participant may elect the form of withholding from the alternatives above. Finally, Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items due that the Company or the Employer may be required to withhold or account for as a result of any aspect of Participant’s participation in the AwardPlan that cannot be satisfied by the means previously described. By accepting this RSU award, the Employee expressly consents If Participant fails to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until make satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to for the payment of any required Tax-Related ItemsItems obligations hereunder at the time any applicable PSUs otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such PSUs and any right to receive Shares thereunder and the PSUs will be returned to the Company at no cost to the Company.

Withholding of Taxes. Regardless To the extent that the receipt, vesting or settlement of any action PSUs or DERs results in compensation income or wages to the Company and/or the Subsidiary employing or retaining the Employee (the “Employer”) take with respect to any or all income tax (including U.S. Participant for federal, state and state, local or foreign tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee or deemed by the Company or the Employer to be an appropriate charge to the Employee even if technically due by the Company or the Employer (“Tax-Related Items”)purposes, the Employee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer (a) Participant shall make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUs, the vesting of the RSUs, the delivery of Shares, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Employee’s liability for Tax-Related Items or to achieve any particular tax result. Further, if the Employee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee 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 relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Taxthe satisfaction of obligations for the payment of withholding taxes and other tax obligations relating to this Award, which arrangements include the delivery of cash or cash equivalents, stock (including previously owned stock, net settlement, a broker-Related Items. In additionassisted sale, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the or other cashless withholding of otherwise deliverable Shares by one or a combination reduction of the following: (i) retaining without notice from salary amount of shares otherwise issuable or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction delivered pursuant to this authorizationAward), other property, or any other legal consideration the Committee deems appropriate. To avoid negative accounting treatmentIf such tax obligations are satisfied through net settlement or the surrender of previously owned stock, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a maximum number of Shares as described herein, the Employee shares of stock that may be so withheld (or surrendered) shall be deemedthe number of shares of stock that have an aggregate fair market value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, for state, local or foreign tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to have been issued the full number of Shares subject to the vested portion of the this Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the CompanyCommittee. The Participant acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement of this Award or disposition of the underlying shares and that the Participant has been advised, and hereby is advised, to consult a tax advisor. The Participant represents that the Participant is in no manner relying on the Board, the Committee, the Company or an Affiliate or any of their respective managers, directors, officers, employees or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) have been made by the Employee with respect to the payment for tax advice or an assessment of any Tax-Related Itemssuch tax consequences.

Withholding of Taxes. Currently, the Company typically is not required to withhold taxes from non-employee directors. However, applicable rules may change, Participant’s non-employee status may change, and/or special circumstances may require withholding. Regardless of any action the Company and/or the Subsidiary employing or retaining the Employee Participant’s employer (the “Employer”) take takes with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee or deemed by withholding which the Company determines must be withheld or collected with respect to this Award and/or the Employer to be an appropriate charge to the Employee even if technically due by the Company or the Employer Shares thereunder (“Tax-Related Items”), the Employee Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by him or her is and remains the EmployeeParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRestricted Stock Unit grant, including the grant grant, vesting or settlement of the RSUs, the vesting of the RSUs, the delivery of SharesRestricted Stock Units, the subsequent sale of any Shares acquired at vesting pursuant to such settlement and the receipt of any dividends or dividend equivalentsdividends; and (b2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Restricted Stock Units to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items or to achieve any particular tax result. Further, if the Employee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee 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 relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of Tax-Related Items. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all obligations of the Company and/or the Employer for Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company may, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld for Tax-Related Items, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld for Tax-Related Items. The Company in its sole discretion, will have the right (but not the obligation) to satisfy any Tax-Related ItemsItems by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such obligations for Tax-Related Items are satisfied. If Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to the Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Regardless of any action the Company and/or or the Subsidiary employing or retaining the Employee Employee’s employer (the “Employer”) take takes with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee or deemed by the Company or the Employer to be an appropriate charge to the Employee even if technically due by the Company or the Employer (“Tax-Related Items”), the Employee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Employee’s his or her responsibility and may exceed the amount actually to be withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRestricted Stock Units, including including, but not limited to, the grant grant, vesting or settlement of the RSUsRestricted Stock Units, the vesting issuance of Shares upon settlement of the RSUs, the delivery of SharesRSU, the subsequent sale of any Shares acquired at vesting pursuant to such issuance and the receipt of any dividends or dividend equivalentsdividends; and (b2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Restricted Stock Units to reduce or eliminate the Employee’s liability for Tax-Related Items or to achieve any particular tax result. Further, if the Employee becomes has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee 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 relevant taxable event, the The Company will may withhold a portion of the payment due with respect to vested RSUs Restricted Stock Units that have has an aggregate Fair Market Value market value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs required to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of by the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no Shares payment will be issued made to the Employee (or his or her estate) for Restricted Stock Units unless and until satisfactory arrangements (as determined by the CompanyAdministrator) have been made by the Employee with respect to the payment of any Tax-Related ItemsItems that the Company determines must be withheld or collected with respect to the Restricted Stock Units. In addition, the Employee agrees that the Company or the Employer may withhold from amounts otherwise due to the Employee, including Employee’s salary, to the extent necessary to satisfy any withholding obligation that may arise with respect to the Restricted Stock Units prior to payment of vested Restricted Stock Units.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary employing or retaining the Employee Participant’s employer (the “Employer”) take takes with respect to any or all income tax (including U.S. federalapplicable national, state and local tax and/or non-U.S. tax)local, social insurance, payroll tax, payment on account or other tax-related items related to tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the Employee’s participation in grant, vesting or settlement of the Plan and legally applicable to the Employee or deemed by the Company Restricted Stock Units or the Employer to be an appropriate charge to holding or subsequent sale of Shares, and the Employee even receipt of dividends, if technically due by the Company or the Employer any (“Tax-Related Items”), the Employee Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains the EmployeeParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee Participant further acknowledges that the Company and/or and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRestricted Stock Units, including the grant of the RSUsgrant, the vesting of the RSUs, the delivery of Sharesor settlement, the subsequent sale of any Shares acquired at vesting under the Plan, and the receipt of any dividends or dividend equivalentsdividends, if any; and (b) do does not commit to and are is under no obligation to structure the terms of the grant Restricted Stock Units or any aspect of the Award Restricted Stock Units to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items Items, or to achieve any particular tax result. Further, if the Employee becomes Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee 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 relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued and no cash will be paid to Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any Tax-Related Items which the Company determines must be withheld with respect to the Restricted Stock Units. On each vesting date (or other date or time at which the Company is required to withhold Tax-Related Items), the Company will retain from the Shares otherwise issuable on such date a number of Shares having a fair market value (as determined by the Company in its sole discretion) equal to the Company’s minimum statutory withholding obligation with respect to Tax-Related Items. If the Company is unable to retain sufficient Shares to satisfy such Tax-Related Items, the Participant acknowledges and agrees that the Company or an affiliate of the Company has the right to deduct from payments of any kind otherwise due to the Participant any national, state, local or other taxes of any kind required by law to be withheld for Tax-Related Items relating to the vesting or settlement of the Restricted Stock Units. If Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares and/or cash thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Regardless The Executive acknowledges that, regardless of any action taken by the Company and/or Buyer, or, if different, the Subsidiary employing or retaining the Employee Executive’s employer (the “Employer”) take with respect to any or ), the ultimate liability for all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related tax‑related items related to the Employee’s participation in the Plan Redeemable Shares and legally applicable to the Employee or deemed by the Company or the Employer to be an appropriate charge to the Employee even if technically due by the Company or the Employer Executive (“Tax-Related Tax‑Related Items”), the Employee acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the EmployeeExecutive’s responsibility and may exceed the amount actually withheld by the Company Buyer or the Employer. The Employee Executive further acknowledges that the Company Buyer and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRedeemable Shares, including including, but not limited to, the grant issuance, vesting or release of the RSUs, the vesting of the RSUs, the delivery of Redeemable Shares, the subsequent sale of any the Redeemable Shares acquired at vesting pursuant to such release and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the grant issuance or any aspect of the Award Redeemable Shares to reduce or eliminate the EmployeeExecutive’s liability for Tax-Related Items or to achieve any particular tax result. Further, if the Employee becomes Executive is subject to tax Tax-Related Items in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Employee Executive acknowledges that the Company Buyer 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 any relevant taxable or tax withholding event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g.applicable, the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee Executive agrees to make alternate adequate arrangements satisfactory to the Company for such Buyer and/or the Employer to satisfy all Tax-Related Items. In additionthis regard, the Company Executive authorizes the Buyer and/or the Employer has the right Employer, or their respective agents, at their discretion, to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable obligations with regard to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatment, the Company may withhold or account for all Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion from proceeds of the Award, notwithstanding that a number sale of Redeemable Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect acquired upon release of the Award. By accepting this RSU award, the Employee expressly consents to the withholding Redeemable Shares either through a voluntary sale or through a mandatory sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined arranged by the Company) have been made by Buyer (on the Employee with respect Executive’s behalf pursuant to the payment of any Tax-Related Itemsthis authorization without further consent).

Withholding of Taxes. Regardless of any action the Company and/or or Participant’s employer (if other than the Subsidiary employing or retaining the Employee Company) (the “Employer”) take takes with respect to any or all income tax Withholding Taxes, if any, that arise upon the grant or vesting of the Restricted Shares (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee or deemed by the Company any corresponding Dividend Equivalent Rights) or the Employer to be an appropriate charge to holding or subsequent sale of Shares, and the Employee even receipt of dividends, if technically due by the Company or the Employer any (“Tax-Related Items”), the Employee Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains the EmployeeParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee Participant further acknowledges that each of the Company and/or and the Employer (a) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, Restricted Shares (including the any corresponding Dividend Equivalent Rights) including grant of the RSUs, the vesting of the RSUs, the delivery of Sharesor vesting, the subsequent sale of any Shares acquired at vesting under the Plan, and the receipt of any dividends or dividend equivalentsdividends, if any; and (b) do does not commit to and are is under no obligation to structure the terms of the grant Restricted Shares or any aspect of the Award Restricted Shares (including any corresponding Dividend Equivalent Rights) to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items Items, or to achieve any particular tax result. Further, if the Employee becomes Participant has become subject to tax in more than one jurisdiction between the date of grant Grant Date and the date of any relevant taxable event, the Employee 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 relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision provisions of this Award Agreement, no Restricted Shares or unrestricted Shares will be issued to Participant (or Participant’s estate or Beneficiary) unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee Participant with respect to the payment of any Tax-Related Items which the Company determines must be withheld with respect to such Shares. The Committee, in its sole and absolute discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax-Related Items, in whole or in part (without limitation), by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (iii) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld; provided that such Shares have been held for at least the minimum period of time that would allow the Company to avoid adverse accounting consequences, or (iv) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole and absolute discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company, in its sole and absolute discretion, the Company will have the right (but not the obligation) to satisfy any Tax-Related Items by (Y) reducing the number of Shares otherwise deliverable to Participant, or (Z) withholding from Participant’s wages or other cash compensation payable to Participant by the Company or the Employer. If Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time any applicable Restricted Shares otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Shares, and the Restricted Shares will be returned to the Company at no cost to the Company.

Withholding of Taxes. (a) Regardless of any action the ProLogis or a Related Company and/or the Subsidiary employing or retaining the Employee Participant’s employer (the “Employer”) take takes with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related items related to the EmployeeParticipant’s participation in the Plan and legally applicable to the Employee Participant or deemed by the ProLogis or a Related Company or the Employer to be an appropriate charge to the Employee me even if technically due by the Company ProLogis or the Employer (“Tax-Related Items”), the Employee Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the EmployeeParticipant’s responsibility and may exceed the amount actually withheld by the ProLogis or a Related Company or the Employer. The Employee Participant further acknowledges that the Company and/or neither ProLogis nor a Related Company, nor the Employer (ai) make no any representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRestricted Share Units, including including, but not limited to, the grant grant, vesting or settlement of the RSUsRestricted Share Units, the vesting issuance of Shares upon settlement of the RSUs, the delivery of SharesRestricted Share Units, the subsequent sale of any Shares acquired at vesting pursuant to such issuance and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the grant Award or any aspect of the Award Restricted Share Units to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items or to achieve any particular tax result. Further, if the Employee becomes Participant has become subject to tax in more than one jurisdiction between the date of grant the Award and the date of any relevant taxable or tax withholding event, the Employee as applicable, Participant acknowledges that the Company and/or ProLogis, a Related Company, 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 relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any Tax-Related Items.

Withholding of Taxes. Regardless Participant acknowledges that, regardless of any action taken by the Company and/or the Subsidiary employing or retaining the Employee Company, or, if different, Participant’s employer (the “Employer”) take with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee or deemed by the Company or the Employer to be an appropriate charge to the Employee even if technically due by the Company or the Employer (“Tax-Related Items”), the Employee acknowledges that the ultimate liability for all Tax-Related Items is and remains the EmployeeParticipant’s responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Employee Participant further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRestricted Stock Units, including including, but not limited to, the grant grant, vesting or settlement of the RSUs, the vesting of the RSUs, the delivery of SharesRestricted Stock Units, the subsequent sale of any Shares acquired at vesting pursuant to such settlement and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Restricted Stock Units to reduce or eliminate the EmployeeParticipant’s liability ability for Tax-Related Items or to achieve any particular tax result. Further, if the Employee becomes Participant is subject to tax Tax-Related Items in more than one jurisdiction between the date Date of grant Grant and the date of any relevant taxable or tax withholding event, the Employee as applicable, 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 In connection with any relevant taxable or tax withholding event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Shareas applicable, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee Participant agrees to make alternate adequate arrangements satisfactory to the Company for such and/or the Employer to satisfy all Tax-Related Items. In additionthis regard, Participant authorizes the Company and/or the Employer has the right Employer, or their respective agents, at their discretion, to satisfy any the obligations, if any, with regard to all Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any Tax-Related Items.:

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary employing or retaining the Employee Participant’s employer (the “Employer”) take takes with respect to any or all income tax (including U.S. federalapplicable national, state and local tax and/or non-U.S. tax)local, social insurance, payroll tax, payment on account or other tax-related items related to tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the Employee’s participation in grant or vesting of the Plan and legally applicable to the Employee or deemed by the Company Restricted Stock Units or the Employer to be an appropriate charge to holding or subsequent sale of Shares, and the Employee even receipt of dividends, if technically due by any, or otherwise in connection with the Company Restricted Stock Units or the Employer Shares (“Tax-Related Items”), the Employee Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains the EmployeeParticipant’s responsibility and may exceed the any amount actually withheld by the Company or the Employer. The Employee Participant further acknowledges and agrees that Participant is solely responsible for filing all relevant documentation that may be required in relation to the Restricted Stock Units or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company or a Parent, Subsidiary, or Employer pursuant to Applicable Laws) such as but not limited to personal income tax returns or reporting statements in relation to the grant, vesting or payment of the Restricted Stock Units, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends. Participant further acknowledges that the Company and/or and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRestricted Stock Units, including the grant of the RSUs, the or vesting of the RSUs, the delivery of SharesRestricted Stock Units, the subsequent sale of any Shares acquired at vesting under the Plan, and the receipt of any dividends or dividend equivalentsdividends, if any; and (b) do not commit to and are under no obligation to structure the terms of the grant Restricted Stock Units or any aspect of the Award Restricted Stock Units to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items Items, or to achieve any particular tax result. Participant also understands that Applicable Laws may require varying Share or Restricted Stock Unit valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Participant under Applicable Laws. Further, if the Employee becomes Participant has become subject to tax in more than one jurisdiction between the date Date of grant Grant and the date of any relevant taxable event, the Employee 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 relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any Tax-Related Items which the Company determines must be withheld with respect to such Shares. As a condition to the grant and vesting of the Restricted Stock Units and as set forth in Section 15 of the Plan, Participant hereby agrees to make adequate provision for the satisfaction of (and will indemnify the Company and any Parent or Subsidiary for) any Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, in each case to the extent permitted by Applicable Laws: (i) by receipt of a cash payment from Participant; (ii) by withholding from Participant’s wages or other cash compensation paid to Participant by the Company or the Employer; (iii) withholding Shares that otherwise would be issued to Participant upon payment of the vested Restricted Stock Units (provided that amounts withheld shall not exceed the amount permitted under Applicable Laws); (iv) by withholding from proceeds of the sale of Shares acquired upon payment of the vested Restricted Stock Units through a voluntary sale or a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization); or (v) by any other arrangement approved by the Administrator. Notwithstanding the foregoing, if Participant is subject to Section 16 of the Exchange Act, Participant’s obligations with respect to all Tax-Related Items shall be satisfied by the Company withholding Shares that otherwise would be issued to Participant upon payment of the vested Restricted Stock Units; provided that amounts withheld shall not exceed the amount permitted under Applicable Laws. Any Shares withheld pursuant to this Section 7 shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. Furthermore, Participant agrees to pay the Company or any Parent, Subsidiary, or Employer any Tax-Related Items that cannot be satisfied by the foregoing methods.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary employing or retaining the Employee Participant’s employer (the “Employer”) take takes with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee or deemed by withholding which the Company determines must be withheld or collected with respect to this Award and/or the Employer to be an appropriate charge to the Employee even if technically due by the Company or the Employer Shares thereunder (“Tax-Related Items”), the Employee Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by him or her is and remains the EmployeeParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRestricted Stock grant, including the grant grant, vesting or issuance of shares under the RSUs, the vesting of the RSUs, the delivery of SharesRestricted Stock grant, the subsequent sale of any Shares acquired at vesting pursuant to such settlement and the receipt of any dividends or dividend equivalentsdividends; and (b2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Restricted Stock to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items or to achieve any particular tax result. Further, if the Employee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee 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 relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will of Restricted Stock may be issued released from the escrow established pursuant to Section 2, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any Tax-Related Items. Prior to vesting of the Restricted Stock, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all obligations of the Company and/or the Employer for Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Participant’s employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash (or cash equivalent), (b) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum statutory amount required to be withheld or such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, (c) delivering to the Company already-owned Shares having a fair market value equal to the minimum statutory amount required to be withheld or such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld for Tax-Related Items. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any for Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such obligations for Tax-Related Items are satisfied. If Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to the applicable Shares otherwise are due, Participant will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Company.

Withholding of Taxes. Currently, the Company typically is not required to withhold taxes from non-employee directors. However, applicable rules may change, Participant’s non-employee status may change, and/or special circumstances may require withholding. Regardless of any action the Company and/or the Subsidiary employing or retaining the Employee Participant’s employer (the “Employer”) take takes with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee or deemed by withholding which the Company determines must be withheld or collected with respect to this Award and/or the Employer to be an appropriate charge to the Employee even if technically due by the Company or the Employer Shares thereunder (“Tax-Related Items”), the Employee Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by him or her is and remains the EmployeeParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRestricted Stock Unit grant, including the grant grant, vesting or settlement of the RSUs, the vesting of the RSUs, the delivery of SharesRestricted Stock Units, the subsequent sale of any Shares acquired at vesting pursuant to such settlement and the receipt of any dividends or dividend equivalentsdividends; and (b2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Restricted Stock Units to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items or to achieve any particular tax result. Further, if the Employee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee 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 relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of Tax-Related Items. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all obligations of the Company and/or the Employer for Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company may, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld for Tax-Related Items, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld for Tax-Related Items. The Company in its sole discretion, will have the right (but not the obligation) to satisfy any Tax-Related Items.Items by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such obligations for Tax-Related Items are satisfied. If Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to the Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company

Withholding of Taxes. Regardless of any action the Company and/or or Participant’s employer (if other than the Subsidiary employing or retaining the Employee Company) (the “Employer”) take takes with respect to any or all income tax Withholding Taxes, if any, that arise upon the grant or vesting of the RSUs (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee or deemed by the Company any corresponding Dividend Equivalent Rights) or the Employer to be an appropriate charge to holding or subsequent sale of Shares, and the Employee even receipt of dividends, if technically due by the Company or the Employer any (“Tax-Related Items”), the Employee Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains the EmployeeParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee Participant further acknowledges that each of the Company and/or and the Employer (a) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, RSUs (including the any corresponding Dividend Equivalent Rights) including grant of the RSUs, the vesting of the RSUs, the delivery of Sharesor vesting, the subsequent sale of any Shares acquired at vesting under the Plan, and the receipt of any dividends or dividend equivalentsdividends, if any; and (b) do does not commit to and are is under no obligation to structure the terms of the grant RSUs or any aspect of the Award RSUs (including any corresponding Dividend Equivalent Rights) to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items Items, or to achieve any particular tax result. Further, if the Employee becomes Participant has become subject to tax in more than one jurisdiction between the date of grant Grant Date and the date of any relevant taxable event, the Employee 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 relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision provisions of this Award Agreement, no Shares will be issued to Participant (or Participant’s estate or Beneficiary) unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee Participant with respect to the payment of any Tax-Related Items which the Company determines must be withheld with respect to such Shares. The Committee, in its sole and absolute discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax-Related Items, in whole or in part (without limitation), by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (iii) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld; provided that such Shares have been held for at least the minimum period of time that would allow the Company to avoid adverse accounting consequences, or (iv) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole and absolute discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company, in its sole and absolute discretion, the Company will have the right (but not the obligation) to satisfy any Tax-Related Items by (Y) reducing the number of Shares otherwise deliverable to Participant, or (Z) withholding from Participant’s wages or other cash compensation payable to Participant by the Company or the Employer. If Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time any applicable RSUs otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such RSUs and any right to receive Shares thereunder, and the RSUs will be returned to the Company at no cost to the Company.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary employing or retaining the Employee Participant’s employer (the “Employer”) take takes with respect to any or all income tax (including U.S. federalapplicable national, state and local tax and/or non-U.S. tax)local, social insurance, payroll tax, payment on account or other tax-related items related to tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the Employee’s participation in grant or vesting of the Plan and legally applicable to the Employee or deemed by the Company Restricted Stock Units or the Employer to be an appropriate charge to holding or subsequent sale of Shares, and the Employee even receipt of dividends, if technically due by any, or otherwise in connection with the Company Restricted Stock Units or the Employer Shares (“Tax-Related Items”), the Employee Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains the EmployeeParticipant’s responsibility and may exceed the any amount actually withheld by the Company or the Employer. The Employee Participant further acknowledges and agrees that Participant is solely responsible for filing all relevant documentation that may be required in relation to the Restricted Stock Units or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company, an Affiliate or Employer pursuant to Applicable Laws) such as but not limited to personal income tax returns or reporting statements in relation to the grant, vesting or payment of the Restricted Stock Units, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends. Participant further acknowledges that the Company and/or and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRestricted Stock Units, including the grant of the RSUs, the or vesting of the RSUs, the delivery of SharesRestricted Stock Units, the subsequent sale of any Shares acquired at vesting under the Plan, and the receipt of any dividends or dividend equivalentsdividends, if any; and (b) do not commit to and are under no obligation to structure the terms of the grant Restricted Stock Units or any aspect of the Award Restricted Stock Units to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items Items, or to achieve any particular tax result. Participant also understands that Applicable Laws may require varying Share or Restricted Stock Unit valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Participant under Applicable Laws. Further, if the Employee becomes Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee 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 Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as which the Company determines must be withheld with respect to such Shares. As a result of such rounding. If condition to the date grant and vesting of the relevant taxable event (e.g., the date upon which the RSUs vest, Restricted Stock Units and as set forth in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion Section 16 of the vested RSUs Plan, Participant hereby agrees to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price make adequate provision for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to satisfaction of (and will indemnify the Company for such and any Affiliate for) any Tax-Related Items. In additionthis regard, Participant authorizes the Company and/or the Employer has the right or their respective agents, at their discretion, to satisfy any the obligations with regard to all Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice by receipt of a cash payment from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related ItemsParticipant; or (ii) arranging for by withholding from Participant’s wages or other cash compensation paid to Participant by the Company or the Employer; (iii) withholding Shares that otherwise would be issued to Participant upon payment of the vested Restricted Stock Units (provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s minimum tax withholding obligations); (iv) by withholding from proceeds of the sale of Shares otherwise deliverable to acquired upon payment of the Employee vested Restricted Stock Units through a voluntary sale or a mandatory sale arranged by the Company (on the EmployeeParticipant’s behalf and at the Employee’s direction pursuant to this authorization), or (v) by any other arrangement approved by the Committee. To avoid negative accounting treatmentNotwithstanding the foregoing, if Participant is subject to Section 16 of the Company may withhold or account for Exchange Act, Participant’s obligations with respect to all Tax-Related Items shall be satisfied by considering applicable the Company withholding Shares that otherwise would be issued to Participant upon payment of the vested Restricted Stock Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s minimum statutory tax withholding amounts obligations. Any Shares withheld pursuant to this Section 7 shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. Furthermore, Participant agrees to pay the Company, any Affiliate or other applicable withholding rates. If the obligation for Employer any Tax-Related Items is that cannot be satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any Tax-Related Itemsforegoing methods.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary employing or retaining the Employee Participant’s employer (the “Employer”) take takes with respect to any or all income tax (including U.S. federalapplicable national, state and local tax and/or non-U.S. tax)local, social insurance, payroll tax, payment on account or other tax-related items related to tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the Employee’s participation in grant or vesting of the Plan and legally applicable to the Employee or deemed by the Company Restricted Stock Units or the Employer to be an appropriate charge to holding or subsequent sale of Shares, and the Employee even receipt of dividends, if technically due by any, or otherwise in connection with the Company Restricted Stock Units or the Employer Shares (“Tax-Related Items”), the Employee Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains the EmployeeParticipant’s responsibility and may exceed the any amount actually withheld by the Company or the Employer. The Employee Participant further acknowledges and agrees that Participant is solely responsible for filing all relevant documentation that may be required in relation to the Restricted Stock Units or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company or a Parent, Subsidiary, or Employer pursuant to Applicable Law) such as but not limited to personal income tax returns or reporting statements in relation to the grant, vesting or payment of the Restricted Stock Units, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends. Participant further acknowledges that the Company and/or and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRestricted Stock Units, including the grant of the RSUs, the or vesting of the RSUs, the delivery of SharesRestricted Stock Units, the subsequent sale of any Shares acquired at vesting under the Plan, and the receipt of any dividends or dividend equivalentsdividends, if any; and (b) do not commit to and are under no obligation to structure the terms of the grant Restricted Stock Units or any aspect of the Award Restricted Stock Units to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items Items, or to achieve any particular tax result. Participant also understands that Applicable Laws may require varying Share or Restricted Stock Unit valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Participant under Applicable Laws. Further, if the Employee becomes Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee 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 Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as which the Company determines must be withheld with respect to such Shares. As a result of such rounding. If condition to the date grant and vesting of the relevant taxable event (e.g., the date upon which the RSUs vest, Restricted Stock Units and as set forth in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion Section 9 of the vested RSUs Plan, Participant hereby agrees to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price make adequate provision for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to satisfaction of (and will indemnify the Company for such and any Parent or Subsidiary for) any Tax-Related Items. In additionthis regard, Participant authorizes the Company and/or the Employer has the right or their respective agents, at their discretion, to satisfy any the obligations with regard to all Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice by receipt of a cash payment from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related ItemsParticipant; or (ii) arranging for by withholding from Participant’s wages or other cash compensation paid to Participant by the Company or the Employer; (iii) withholding Shares that otherwise would be issued to Participant upon payment of the vested Restricted Stock Units; (iv) by withholding from proceeds of the sale of Shares otherwise deliverable to acquired upon payment of the Employee vested Restricted Stock Units through a voluntary sale or a mandatory sale arranged by the Company (on the EmployeeParticipant’s behalf and at the Employee’s direction pursuant to this authorization), or (v) by any other arrangement approved by the Committee. To avoid negative accounting treatmentNotwithstanding the foregoing, if Participant is subject to Section 16 of the Company may withhold or account for Exchange Act, Participant’s obligations with respect to all Tax-Related Items shall be satisfied by considering applicable minimum statutory the Company withholding amounts Shares that otherwise would be issued to Participant upon payment of the vested Restricted Stock Units. Any Shares withheld pursuant to this Section 6 shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. Furthermore, Participant agrees to pay the Company or other applicable withholding rates. If the obligation for any Parent, Subsidiary, or Employer any Tax-Related Items is that cannot be satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any Tax-Related Itemsforegoing methods.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing or retaining the Employee Grantee (the “"Employer”") take with respect to any or all income tax (including U.S. federal, state and state, and/or local tax and/or non-U.S. taxtaxes), social insurance, payroll tax, payment on account or other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee or deemed by the Company or the Employer to be an appropriate charge to the Employee even if technically due by the Company or the Employer withholding (“"Tax-Related Items”"), the Employee Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains the Employee’s Grantee's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRestricted Stock Units, including the grant of the RSUsRestricted Stock Units, the vesting of the RSUsRestricted Stock Units, the delivery payment of Sharesthe Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Restricted Stock Units to reduce or eliminate the Employee’s Grantee's liability for Tax-Related Items or Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to achieve any particular tax result. FurtherGrantee, if unless and until satisfactory arrangements (as determined by the Employee becomes subject Administrator) will have been made by Grantee with respect to tax in more than one jurisdiction between the date payment of grant and the date of any relevant taxable event, the Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for all Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable event, which the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient determines must be withheld with respect to pay the such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market part by one or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion more of the vested RSUs following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, Grantee by the Company and/or the Employer has Employer, (c) have the right to satisfy any Tax-Related Items Company withhold otherwise deliverable Shares , provided that the Company determines cannot only withholds the amount of Shares necessary to satisfy the statutory withholding amount or such other amount as may be satisfied through the withholding of otherwise deliverable Shares by one necessary to avoid adverse accounting treatment, or a combination of the following: (id) retaining without notice from salary or other amounts payable to the Employee, cash having selling a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale number of such Shares otherwise deliverable to the Employee Grantee (on the Employee’s Xxxxxxx's behalf and at the Employee’s his or her direction pursuant to this authorization). To avoid negative accounting treatment, ) through such means as the Company may withhold determine in its sole discretion (whether through a broker or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding ratesotherwise). If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described hereinin Shares, the Employee shall be deemed, for tax purposes, Grantee is deemed to have been issued the full number of Shares subject to the vested portion of the AwardRestricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the AwardRestricted Stock Units. By accepting this RSU award, the Employee expressly consents If Grantee fails to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until make satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to for the payment of any Tax-Related ItemsItems hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 3, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Company.

Withholding of Taxes. Regardless Notwithstanding any contrary provision of any action this Agreement, no certificate representing the Company and/or Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Subsidiary employing or retaining the Employee (the “Employer”Administrator) take will have been made by Participant with respect to any or all income tax (including U.S. federalthe payment of income, state and local tax and/or non-U.S. tax)employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the EmployeeParticipant’s participation in the Plan and legally applicable to the Employee or deemed by the Company or the Employer to be an appropriate charge to the Employee even if technically due by the Company or the Employer Participant (“Tax-Related Items”)) which the Company determines must be withheld with respect to such Shares. If Participant is a non-U.S. employee, the Employee acknowledges that the ultimate liability for all payment of Tax-Related Items is and remains the Employee’s responsibility and may exceed not be effectuated by surrender of other Shares with a Fair Market Value equal to the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items Items. To the extent determined appropriate by the Company in connection with its discretion, it will have the right (but not the obligation) to satisfy any aspect of the Award, including the grant of the RSUs, the vesting of the RSUs, the delivery of Shares, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Employee’s liability for Tax-Related Items or by reducing the number of Shares otherwise deliverable to achieve Participant. If Participant fails to make satisfactory arrangements for the payment of any particular tax resultrequired Tax-Related Items hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercise. Further, if the Employee becomes Participant is subject to tax in more than one jurisdiction between the date Date of grant Grant and the date of any relevant taxable or tax withholding event, the Employee as applicable, Participant acknowledges and agrees that the Company and/or Participant’s employer (the Employer (“Employer”), or former employer, as applicable) , may be required to withhold or account for Tax-Related Items tax in more than one jurisdiction. Prior to the relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the followingInitials: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any Tax-Related Items._________ Date:___________

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary employing or retaining the Employee Participant’s employer (the “Employer”) take takes with respect to any or all income tax (including U.S. federalapplicable national, state and local tax and/or non-U.S. tax)local, social insurance, payroll tax, payment on account or other tax-related items related to tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the Employee’s participation in grant or vesting of the Plan and legally applicable to the Employee or deemed by the Company Restricted Stock Units or the Employer to be an appropriate charge to holding or subsequent sale of Shares, and the Employee even receipt of dividends, if technically due by any, or otherwise in connection with the Company Restricted Stock Units or the Employer Shares (“Tax-Related Items”), the Employee Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains the EmployeeParticipant’s responsibility and may exceed the any amount actually withheld by the Company or the Employer. The Employee Participant further acknowledges and agrees that Participant is solely responsible for filing all relevant documentation that may be required in relation to the Restricted Stock Units or any Tax-Related Items (other than filings or documentation that is the specific obligation -5- of the Company or a Parent, Subsidiary, or Employer pursuant to Applicable Law) such as but not limited to personal income tax returns or reporting statements in relation to the grant, vesting or payment of the Restricted Stock Units, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends. Participant further acknowledges that the Company and/or and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRestricted Stock Units, including the grant of the RSUs, the or vesting of the RSUs, the delivery of SharesRestricted Stock Units, the subsequent sale of any Shares acquired at vesting under the Plan, and the receipt of any dividends or dividend equivalentsdividends, if any; and (b) do not commit to and are under no obligation to structure the terms of the grant Restricted Stock Units or any aspect of the Award Restricted Stock Units to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items Items, or to achieve any particular tax result. Participant also understands that Applicable Laws may require varying Share or Restricted Stock Unit valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Participant under Applicable Laws. Further, if the Employee becomes Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee 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 Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as which the Company determines must be withheld with respect to such Shares. As a result of such rounding. If condition to the date grant and vesting of the relevant taxable event (e.g., the date upon which the RSUs vest, Restricted Stock Units and as set forth in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion Section 15 of the vested RSUs Plan, Participant hereby agrees to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price make adequate provision for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to satisfaction of (and will indemnify the Company for such and any Parent or Subsidiary for) any Tax-Related Items. In additionthis regard, Participant authorizes the Company and/or the Employer has the right or their respective agents, at their discretion, to satisfy any the obligations with regard to all Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice by receipt of a cash payment from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related ItemsParticipant; or (ii) arranging for by withholding from Participant’s wages or other cash compensation paid to Participant by the Company or the Employer; (iii) withholding Shares that otherwise would be issued to Participant upon payment of the vested Restricted Stock Units (provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s minimum tax withholding obligations); (iv) by withholding from proceeds of the sale of Shares otherwise deliverable to acquired upon payment of the Employee vested Restricted Stock Units through a voluntary sale or a mandatory sale arranged by the Company (on the EmployeeParticipant’s behalf and at the Employee’s direction pursuant to this authorization), or (v) by any other arrangement approved by the Committee. To avoid negative accounting treatmentNotwithstanding the foregoing, if Participant is subject to Section 16 of the Company may withhold or account for Exchange Act, Participant’s obligations with respect to all Tax-Related Items shall be satisfied by considering applicable the Company withholding Shares that otherwise would be issued to Participant upon payment of the vested Restricted Stock Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s minimum statutory tax withholding amounts obligations. Any Shares withheld pursuant to this Section 7 shall be valued based on the Fair Market Value as of the date the withholding -6- obligations are satisfied. Furthermore, Participant agrees to pay the Company or other applicable withholding rates. If the obligation for any Parent, Subsidiary, or Employer any Tax-Related Items is that cannot be satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any Tax-Related Itemsforegoing methods.

Withholding of Taxes. Regardless Participant acknowledges that, regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Option, including, without limitation, (i) all federal, state, and local taxes (including Participant’s Federal Insurance Contributions Act (FICA) obligations) that are required to be withheld by the Company and/or the Subsidiary employing or retaining the Employee (the “Employer”) take with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other payment of tax-related items related to the EmployeeParticipant’s participation in the Plan and legally applicable to Participant; (ii) Participant’s and, to the Employee or deemed extent required by the Company, the Company’s fringe benefit tax liability, if any, associated with the grant, vesting, or exercise of the Option or sale of Shares; and (iii) any other Company taxes the responsibility for which Participant has, or the Employer has agreed to be an appropriate charge bear, with respect to the Employee even if technically due by Option (or exercise thereof or issuance of Shares thereunder) (collectively, the Company or the Employer (“Tax-Related ItemsTax Obligations”), the Employee acknowledges that the ultimate liability for all Tax-Related Items is and remains the EmployeeParticipant’s sole responsibility and may exceed the amount actually withheld by the Company or the EmployerCompany. The Employee Participant further acknowledges that the Company and/or the Employer does not (aA) make no any representations or undertakings regarding the treatment of any Tax-Related Items Tax Obligations in connection with any aspect of the AwardOption, including including, but not limited to, the grant grant, vesting or exercise of the RSUs, the vesting of the RSUs, the delivery of SharesOption, the subsequent sale of any Shares acquired at vesting pursuant to such exercise and the receipt of any dividends or dividend equivalents; other distributions, and (bB) do not commit make any commitment to and are is under no any obligation to structure the terms of the grant or any aspect of the Award Option to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items Tax Obligations or to achieve any particular tax result. Further, if the Employee becomes Participant is subject to tax Tax Obligations in more than one jurisdiction between the date Date of grant Grant and the date of any relevant taxable or tax withholding event, the Employee as applicable, 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 Tax Obligations in more than one jurisdiction. Prior Pursuant to such procedures as the relevant taxable eventAdministrator may specify from time to time, the Company will may withhold a portion the amount required to be withheld for the payment of Tax Obligations (the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items“Withholding Obligations”). The number of Shares withheld Administrator, in its sole discretion and pursuant to the prior sentence will be rounded up such procedures as it may specify from time to the nearest whole Sharetime, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of may permit Participant to satisfy such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vestWithholding Obligations, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded part (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for tradinglimitation), the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e.if permissible by applicable local law, the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the followingby: (i) retaining without notice from salary or other amounts payable to the Employeepaying cash in U.S. dollars, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging having the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Withholding Obligations (or such greater amount as Participant may elect if permitted by the sale Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Participant’s wages or other cash compensation paid to Participant by the Company, (iv) delivering to the Company Shares that Participant owns and that already have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (v) selling a sufficient number of such Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatmentParticipant, through such means as the Company may withhold determine in its sole discretion (whether through a broker or account otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for Tax-Related Items such Withholding Obligations (or such greater amount as Participant may elect if permitted by considering applicable minimum statutory withholding amounts the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”), (vi) such other means as the Administrator deems appropriate, or other applicable withholding rates(vii) any combination of the foregoing methods of payment. If the obligation for Tax-Related Items is Withholding Obligations are satisfied by withholding a number of Shares as described herein, the Employee shall be deemedin Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to exercised under the vested portion of the AwardOption, notwithstanding that a number of the Shares are held back solely for the purpose of paying the TaxWithholding Obligations. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Withholding Obligations by Net Share Withholding. If Net Share Withholding is the method by which such Withholding Obligations are satisfied, the Company will not withhold on a fractional Share basis to satisfy any portion of the Withholding Obligations and, unless the Company determines otherwise, no refund will be made to Participant for the value of the portion of a Share, if any, withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Participant agrees that as part of the Sell to Cover, additional Shares may be sold to satisfy any associated broker or other fees. Only whole Shares will be sold pursuant to a Sell to Cover. Any proceeds from the sale of Shares pursuant to a Sell to Cover that are in excess of the Withholding Obligations and any associated broker or other fees will be paid to Participant in accordance with procedures the Company may specify from time to time. Participant is advised to review with his or her own tax advisers the U.S. federal, state, local and non-Related Items due U.S. tax consequences of the transactions contemplated by this Agreement. With respect to such matters, Participant relies solely on such advisers and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of transactions contemplated by this Agreement. For clarification purposes, in no event will the Company issue Participant any Shares will be issued unless and until arrangements satisfactory arrangements (as determined by to the Company) Administrator have been made by the Employee with respect to for the payment of any Tax-Related ItemsParticipant’s Withholding Obligations. If Participant fails to make satisfactory arrangements for the payment of such Withholding Obligations hereunder at the time of the attempted Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary employing or retaining the Employee Participant’s employer (the “Employer”) take takes with respect to any or all income tax (including U.S. federalapplicable national, state and local tax and/or non-U.S. tax)local, social insurance, payroll tax, payment on account or other tax-related items related to tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the Employee’s participation in grant or vesting of the Plan and legally applicable to the Employee or deemed by the Company Restricted Stock Units or the Employer to be an appropriate charge to holding or subsequent sale of Shares, and the Employee even receipt of dividends, if technically due by any, or otherwise in connection with the Company Restricted Stock Units or the Employer Shares (“Tax-Related Items”), the Employee Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains the EmployeeParticipant’s responsibility and may exceed the any amount actually withheld by the Company or the Employer. The Employee Participant further acknowledges and agrees that Participant is solely responsible for filing all relevant documentation that may be required in relation to the Restricted Stock Units or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company or a Parent, Subsidiary, or Employer pursuant to Applicable Law) such as but not limited to personal income tax returns or reporting statements in relation to the grant, vesting or settlement of the Restricted Stock Units, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends. Participant further acknowledges that the Company and/or and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRestricted Stock Units, including the grant of the RSUs, the or vesting of the RSUs, the delivery of SharesRestricted Stock Units, the subsequent sale of any Shares acquired at vesting under the Plan, and the receipt of any dividends or dividend equivalentsdividends, if any; and (b) do does not commit to and are is under no obligation to structure the terms of the grant Restricted Stock Units or any aspect of the Award Restricted Stock Units to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items Items, or to achieve any particular tax result. Participant also understands that Applicable Laws may require varying Share or Restricted Stock Unit valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Participant under Applicable Laws. Further, if the Employee becomes Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee 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 relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any Tax-Related Items which the Company determines must be withheld with respect to such Shares. As a condition to the grant and vesting of the Restricted Stock Units and as set forth in Section 15 of the Plan, Participant hereby agrees to make adequate provision for the satisfaction of (and will indemnify the Company and any Parent or Subsidiary for) any Tax-Related Items. The Tax-Related Items shall be satisfied by the Company’s withholding all or a portion of any Shares that otherwise would be issued to Participant upon payment of the vested Restricted Stock Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s minimum tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. Furthermore, Participant agrees to pay the Company or any Parent, Subsidiary, or Employer any Tax-Related Items that cannot be satisfied by the foregoing methods.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing or retaining the Employee Grantee (the “Employer”) take with respect to any or all income tax (including U.S. federal, state and state, and/or local tax and/or non-U.S. taxtaxes), social insurance, payroll tax, payment on account or other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee or deemed by the Company or the Employer to be an appropriate charge to the Employee even if technically due by the Company or the Employer withholding (“Tax-Related Items”), the Employee Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains the EmployeeGrantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRestricted Stock Units, including the grant of the RSUsRestricted Stock Units, the vesting of the RSUsRestricted Stock Units, the delivery payment of Sharesthe Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Restricted Stock Units to reduce or eliminate the EmployeeGrantee’s liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to the payment of all Tax- Related Items or to achieve any particular tax result. Further, if the Employee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee acknowledges that which the Company and/or the Employer (or former employerdetermines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as applicable) it may be required specify from time to withhold or account for Tax-Related Items in more than one jurisdiction. Prior time, may permit Grantee to the relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the satisfy Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market part by one or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion more of the vested RSUs following (without limitation): (a) paying cash, (b) withholding from the Grantee’s wages or other cash compensation paid to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, Grantee by the Company and/or the Employer has Employer, (c) have the right to satisfy any Tax-Related Items Company withhold otherwise deliverable Shares , provided that the Company determines cannot only withholds the amount of Shares necessary to satisfy the statutory withholding amount or such other amount as may be satisfied through the withholding of otherwise deliverable Shares by one necessary to avoid adverse accounting treatment, or a combination of the following: (id) retaining without notice from salary or other amounts payable to the Employee, cash having selling a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale number of such Shares otherwise deliverable to the Employee Grantee (on the EmployeeGrantee’s behalf and at the Employee’s his or her direction pursuant to this authorization). To avoid negative accounting treatment, ) through such means as the Company may withhold determine in its sole discretion (whether through a broker or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding ratesotherwise). If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described hereinin Shares, the Employee shall be deemed, for tax purposes, Grantee is deemed to have been issued the full number of Shares subject to the vested portion of the AwardRestricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the AwardRestricted Stock Units. By accepting this RSU award, the Employee expressly consents If Grantee fails to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until make satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to for the payment of any Tax-Related ItemsItems hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 3, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Company.

Withholding of Taxes. Regardless Participant acknowledges that, regardless of any action taken by the Company and/or the Subsidiary employing or retaining the Employee or, if different, Participant’s employer (the “Employer”) take or any Parent or Subsidiary to which Participant is providing services (together, the “Service Recipients”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with respect to any or the Option, including, without limitation, (i) all income tax federal, state, and local taxes (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account Participant’s Federal Insurance Contributions Act (FICA) obligations) that are required to be withheld by any Service Recipient or other payment of tax-related items related to the EmployeeParticipant’s participation in the Plan and legally applicable to the Employee or deemed by the Company or the Employer to be an appropriate charge Participant; (ii) Participant’s and, to the Employee even extent required by any Service Recipient, the Service Recipient’s fringe benefit tax liability, if technically due by any, associated with the Company grant, vesting, or exercise of the Employer Option or sale of Shares; and (iii) any other Service Recipient taxes the responsibility for which Participant has, or has agreed to bear, with respect to the Option (or exercise thereof or issuance of Shares thereunder) (collectively, the “Tax-Related ItemsTax Obligations”), the Employee acknowledges that the ultimate liability for all Tax-Related Items is and remains the EmployeeParticipant’s sole responsibility and may exceed the amount actually withheld by the Company or the Employerapplicable Service Recipient(s). The Employee Participant further acknowledges that the Company and/or the Employer no Service Recipient (aA) make no makes any representations or undertakings regarding the treatment of any Tax-Related Items Tax Obligations in connection with any aspect of the AwardOption, including including, but not limited to, the grant grant, vesting or exercise of the RSUs, the vesting of the RSUs, the delivery of SharesOption, the subsequent sale of any Shares acquired at vesting pursuant to such exercise and the receipt of any dividends or dividend equivalents; other distributions, and (bB) do not commit makes any commitment to and are is under no any obligation to structure the terms of the grant or any aspect of the Award Option to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items Tax Obligations or to achieve any particular tax result. Further, if the Employee becomes Participant is subject to tax Tax Obligations in more than one jurisdiction between the date Date of grant Grant and the date of any relevant taxable or tax withholding event, the Employee as applicable, Participant acknowledges that the Company and/or the Employer applicable Service Recipient(s) (or former employer, as applicable) may be required to withhold or account for Tax-Related Items Tax Obligations in more than one jurisdiction. Prior Pursuant to such procedures as the relevant taxable eventAdministrator may specify from time to time, the Company will Service Recipient may withhold a portion the amount required to be withheld for the payment of Tax Obligations (the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items“Withholding Obligations”). The number of Shares withheld Administrator, in its sole discretion and pursuant to the prior sentence will be rounded up such procedures as it may specify from time to the nearest whole Sharetime, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of may permit Participant to satisfy such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vestWithholding Obligations, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded part (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for tradinglimitation), the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e.if permissible by applicable local law, the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the followingby: (i) retaining without notice from salary or other amounts payable to the Employeepaying cash in U.S. dollars, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging having the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Withholding Obligations (or such greater amount as Participant may elect if permitted by the sale Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Participant’s wages or other cash compensation paid to Participant by the applicable Service Recipient(s), (iv) delivering to the Company Shares that Participant owns and that already have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (v) selling a sufficient number of such Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatmentParticipant, through such means as the Company may withhold determine in its sole discretion (whether through a broker or account otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for Tax-Related Items such Withholding Obligations (or such greater amount as Participant may elect if permitted by considering applicable minimum statutory withholding amounts the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”), (vi) such other means as the Administrator deems appropriate, or other applicable withholding rates(vii) any combination of the foregoing methods of payment. If the obligation for Tax-Related Items is Withholding Obligations are satisfied by withholding a number of Shares as described herein, the Employee shall be deemedin Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to exercised under the vested portion of the AwardOption, notwithstanding that a number of the Shares are held back solely for the purpose of paying the TaxWithholding Obligations. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Withholding Obligations by Net Share Withholding. If Net Share Withholding is the method by which such Withholding Obligations are satisfied, the Company will not withhold on a fractional Share basis to satisfy any portion of the Withholding Obligations and, unless the Company determines otherwise, no refund will be made to Participant for the value of the portion of a Share, if any, withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Participant agrees that as part of the Sell to Cover, additional Shares may be sold to satisfy any associated broker or other fees. Only whole Shares will be sold pursuant to a Sell to Cover. Any proceeds from the sale of Shares pursuant to a Sell to Cover that are in excess of the Withholding Obligations and any associated broker or other fees will be paid to Participant in accordance with procedures the Company may specify from time to time. Until determined otherwise by the Administrator, any Withholding Obligations will be satisfied through the following method: (i) if Participant is a Section 16 officer of the Company under the Exchange Act as of the Date of Grant, Net Share Withholding, or (ii) if Participant is not a Section 16 officer of the Company under the Exchange Act as of the Date of Grant, a Sell to Cover. Participant is advised to review with his or her own tax advisers the U.S. federal, state, local and non-Related Items due U.S. tax consequences of the transactions contemplated by this Agreement. With respect to such matters, Participant relies solely on such advisers and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company or any Service Recipient) shall be responsible for Participant’s own tax liability that may arise as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of transactions contemplated by this Agreement. For clarification purposes, in no event will the Company issue Participant any Shares will be issued unless and until arrangements satisfactory arrangements (as determined by to the Company) Administrator have been made by the Employee with respect to for the payment of any Tax-Related ItemsParticipant’s Withholding Obligations. If Participant fails to make satisfactory arrangements for the payment of such Withholding Obligations hereunder at the time of the attempted Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary employing or retaining the Employee Participant’s employer (the “Employer”) take takes with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee or deemed by withholding which the Company determines must be withheld or collected with respect to this Award and/or the Employer to be an appropriate charge to the Employee even if technically due by the Company or the Employer Shares thereunder (“Tax-Related Items”), the Employee Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by him or her is and remains the EmployeeParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRestricted Stock grant, including the grant grant, vesting or issuance of shares under the RSUs, the vesting of the RSUs, the delivery of SharesRestricted Stock grant, the subsequent sale of any Shares acquired at vesting pursuant to such settlement and the receipt of any dividends or dividend equivalentsdividends; and (b2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Restricted Stock to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items or to achieve any particular tax result. Further, if the Employee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee 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 relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will of Restricted Stock may be issued released from the escrow established pursuant to Section 2, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any Tax-Related Items. Prior to vesting of the Restricted Stock, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all obligations of the Company and/or the Employer for Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Participant’s employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld for Tax-Related Items, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld for Tax-Related Items. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any for Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such obligations for Tax-Related Items are satisfied. If Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to the applicable Shares otherwise are due, Participant will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Company.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary employing or retaining the Employee Participant’s employer (the “Employer”) take or the Trustee takes with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee or deemed by the Company or the Employer to be an appropriate charge to the Employee even if technically due by the Company or the Employer (“Tax-Related Items”), the Employee Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains the EmployeeParticipant’s responsibility and may exceed the amount actually withheld by the Company or the EmployerEmployer or the Trustee. The Employee Participant further acknowledges that the Company and/or the Employer and/or the Trustee (a) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUsgrant, the vesting of the RSUsvesting, the delivery or issuance of Shares, the subsequent sale of any Shares acquired at vesting under the Plan and the receipt of any dividends or dividend equivalentsdividends, if any; and (b) do does not commit to and are is under no obligation to structure the terms of the grant Award or any aspect of the Award to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items Items, or to achieve any particular tax result. Further, if the Employee becomes Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) and/or the Trustee may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant (or his or her estate or beneficiary), unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vestCompany determines must be withheld with respect to such Shares. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such tax withholding obligation, in whole or in partpart (without limitation) occurs on by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating equal to the portion of the vested RSUs minimum amount required to be withheld pursuant withheld, (c) delivering to this paragraph 8 (i.e., the deemed Company already vested and owned Shares having a Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has it will have the right (but not the obligation) to satisfy any Tax-Related Items that tax withholding obligations by reducing the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the Employee (on the Employee’s behalf and payment of any required tax withholding obligations hereunder at the Employee’s direction time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to this authorization). To avoid negative accounting treatmentSections 3 or 4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding ratesat no cost to the Company. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described hereinShares, the Employee shall be deemed, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested portion of the Awardpurchased for tax purposes, notwithstanding that a number of the Shares are is held back solely for the purpose of paying the Tax-Related Items due as a result of the Participant’s participation in the Plan. Participant shall pay to the Company or Employer or the Trustee any aspect amount of Tax-Related Items that the Company or Employer or the Trustee may be required to withhold as a result of Participant’s participation in the Plan that cannot be satisfied by one or more of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for means previously described in this paragraph 8. Notwithstanding any contrary provision Participant acknowledges and agrees that the Company may refuse to issue or deliver the Shares or the proceeds of this Agreement, no the sale of Shares will be issued unless and until satisfactory arrangements (as determined by if Participant fails to comply with his or her obligations in connection with the Company) have been made by the Employee with respect to the payment of any Tax-Related Items. Participant shall be taxed in Israel in respect of the Award and Shares, in accordance with the “Capital Gain Route” under Section 102 and the relevant provisions of the ITO, and any tax ruling or agreement obtained by the Company or the Employer or the Trustee with regard to the Plan. The ramifications of any future modification of applicable laws regarding the taxation of the Award granted hereunder shall apply to the Participant accordingly and the Participant shall bear the full cost thereof, unless such modified laws expressly provide otherwise.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary employing or retaining the Employee Participant’s employer (the “Employer”) take takes with respect to any or all income tax (including U.S. federalapplicable national, state and local tax and/or non-U.S. tax)local, social insurance, payroll tax, payment on account or other tax-related items related to tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the Employee’s participation in grant or vesting of the Plan and legally applicable to the Employee or deemed by the Company Restricted Stock Units or the Employer to be an appropriate charge to holding or subsequent sale of Stock, and the Employee even receipt of Dividend Equivalent Rights or dividends, if technically due by any, or otherwise in connection with the Company Restricted Stock Units or the Employer Stock (“Tax-Related Items”), the Employee Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains the EmployeeParticipant’s responsibility and may exceed the any amount actually withheld by the Company or the Employer. The Employee Participant further acknowledges and agrees that Participant is solely responsible for filing all relevant documentation that may be required in relation to the Restricted Stock Units or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company or a parent, Subsidiary, or Employer pursuant to applicable law) such as but not limited to personal income tax returns or reporting statements in relation to the grant, vesting or settlement of the Restricted Stock Units, the holding of Stock or any bank or brokerage account, the subsequent sale of Stock, and the receipt of any Dividend Equivalent Rights or dividends, if any. Participant further acknowledges that the Company and/or and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRestricted Stock Units, including the grant of the RSUs, the vesting of the RSUs, the delivery of Sharesor vesting, the subsequent sale of any Shares Stock acquired at vesting under the Plan, and the receipt of any dividends Dividend Equivalent Rights or dividend equivalentsdividends, if any; and (b) do does not commit to and are is under no obligation to structure the terms of the grant Restricted Stock Units or any aspect of the Award Restricted Stock Units to reduce or eliminate the EmployeeParticipant’s liability for Tax-Tax- Related Items Items, or to achieve any particular tax result. Participant also understands that applicable laws may require varying Stock or Restricted Stock Unit valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Participant under applicable laws. Further, if the Employee becomes Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee 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 relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Award Agreement, no Shares certificate representing the Stock will be issued to Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any Tax-Related Items which the Company determines must be withheld with respect to such Stock. As a condition to the grant and vesting of the Restricted Stock Units and as set forth in Section 14 of the Plan, Participant hereby agrees to make adequate provision for the satisfaction of (and will indemnify the Company and any parent or Subsidiary for) any Tax-Related Items. Subject to approval by the Administrator, the Tax-Related Items shall be satisfied by the Company’s withholding all or a portion of any Stock that otherwise would be issued to Participant upon payment of the vested Restricted Stock Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s minimum tax withholding obligations. Such withheld Stock shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. Furthermore, Participant agrees to pay the Company or any parent, Subsidiary, or Employer any Tax-Related Items that cannot be satisfied by the foregoing methods.

Withholding of Taxes. Regardless Participant acknowledges that, regardless of any action taken by the Company and/or the Subsidiary employing or retaining the Employee or, if different, Participant’s employer (the “Employer”) take or any Parent or Subsidiary to which Participant is providing services (together, the “Service Recipients”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with respect to any or the Option, including, without limitation, (i) all income tax federal, state, and local taxes (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account Participant’s Federal Insurance Contributions Act (FICA) obligations) that are required to be withheld by any Service Recipient or other payment of tax-related items related to the EmployeeParticipant’s participation in the Plan and legally applicable to the Employee or deemed by the Company or the Employer to be an appropriate charge Participant; (ii) Participant’s and, to the Employee even extent required by any Service Recipient, the Service Recipient’s fringe benefit tax liability, if technically due by any, associated with the Company grant, vesting, or exercise of the Employer Option or sale of Shares; and (iii) any other Service Recipient taxes the responsibility for which Participant has, or has agreed to bear, with respect to the Option (or exercise thereof or issuance of Shares thereunder) (collectively, the “Tax-Related ItemsTax Obligations”), the Employee acknowledges that the ultimate liability for all Tax-Related Items is and remains the EmployeeParticipant’s sole responsibility and may exceed the amount actually withheld by the Company or the Employerapplicable Service Recipient(s). The Employee Participant further acknowledges that the Company and/or the Employer no Service Recipient (aA) make no makes any representations or undertakings regarding the treatment of any Tax-Related Items Tax Obligations in connection with any aspect of the AwardOption, including including, but not limited to, the grant grant, vesting or exercise of the RSUs, the vesting of the RSUs, the delivery of SharesOption, the subsequent sale of any Shares acquired at vesting pursuant to such exercise and the receipt of any dividends or dividend equivalents; other distributions, and (bB) do not commit makes any commitment to and are is under no any obligation to structure the terms of the grant or any aspect of the Award Option to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items Tax Obligations or to achieve any particular tax result. Further, if the Employee becomes Participant is subject to tax Tax Obligations in more than one jurisdiction between the date Date of grant Grant and the date of any relevant taxable or tax withholding event, the Employee as applicable, Participant acknowledges that the Company and/or the Employer applicable Service Recipient(s) (or former employer, as applicable) may be required to withhold or account for Tax-Related Items Tax Obligations in more than one jurisdiction. Prior Pursuant to such procedures as the relevant taxable eventAdministrator may specify from time to time, the Company will Service Recipient may withhold a portion the amount required to be withheld for the payment of Tax Obligations (the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items“Withholding Obligations”). The number of Shares withheld Administrator, in its sole discretion and pursuant to the prior sentence will be rounded up such procedures as it may specify from time to the nearest whole Sharetime, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of may permit Participant to satisfy such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vestWithholding Obligations, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded part (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for tradinglimitation), the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e.if permissible by applicable local law, the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the followingby: (i) retaining without notice from salary or other amounts payable to the Employeepaying cash in U.S. dollars, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging having the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Withholding Obligations (or such greater amount as Participant may elect if permitted by the sale Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Participant’s wages or other cash compensation paid to Participant by the applicable Service Recipient(s), (iv) delivering to the Company Shares that Participant owns and that already have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (v) selling a sufficient number of such Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatmentParticipant, through such means as the Company may withhold determine in its sole discretion (whether through a broker or account otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for Tax-Related Items such Withholding Obligations (or such greater amount as Participant may elect if permitted by considering applicable minimum statutory withholding amounts the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”), (vi) such other means as the Administrator deems appropriate, or other applicable withholding rates(vii) any combination of the foregoing methods of payment. If the obligation for Tax-Related Items is Withholding Obligations are satisfied by withholding a number of Shares as described herein, the Employee shall be deemedin Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to exercised under the vested portion of the AwardOption, notwithstanding that a number of the Shares are held back solely for the purpose of paying the TaxWithholding Obligations. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Withholding Obligations by Net Share Withholding. If Net Share Withholding is the method by which such Withholding Obligations are satisfied, the Company will not withhold on a fractional Share basis to satisfy any portion of the Withholding Obligations and, unless the Company determines otherwise, no refund will be made to Participant for the value of the portion of a Share, if any, withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Participant agrees that as part of the Sell to Cover, additional Shares may be sold to satisfy any associated broker or other fees. Only whole Shares will be sold pursuant to a Sell to Cover. Any proceeds from the sale of Shares pursuant to a Sell to Cover that are in excess of the Withholding Obligations and any associated broker or other fees will be paid to Participant in accordance with procedures the Company may specify from time to time. Participant is advised to review with his or her own tax advisers the U.S. federal, state, local and non-Related Items due U.S. tax consequences of the transactions contemplated by this Agreement. With respect to such matters, Participant relies solely on such advisers and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company or any Service Recipient) shall be responsible for Participant’s own tax liability that may arise as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of transactions contemplated by this Agreement. For clarification purposes, in no event will the Company issue Participant any Shares will be issued unless and until arrangements satisfactory arrangements (as determined by to the Company) Administrator have been made by the Employee with respect to for the payment of any Tax-Related ItemsParticipant’s Withholding Obligations. If Participant fails to make satisfactory arrangements for the payment of such Withholding Obligations hereunder at the time of the attempted Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary employing or retaining the Employee Participant’s employer (the “Employer”) take takes with respect to any or all income tax (including U.S. federalapplicable national, state and local tax and/or non-U.S. tax)local, social insurance, payroll tax, payment on account or other tax-related items related to tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the Employee’s participation in grant or vesting of the Plan and legally applicable to the Employee or deemed by the Company Restricted Stock Units or the Employer to be an appropriate charge to holding or subsequent sale of Shares, and the Employee even receipt of dividends, if technically due by the Company or the Employer any (“Tax-Related Items”), the Employee Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains the EmployeeParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee Participant further acknowledges that the Company and/or and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRestricted Stock Units, including the grant of the RSUs, the vesting of the RSUs, the delivery of Sharesor vesting, the subsequent sale of any Shares acquired at vesting under the Plan, and the receipt of any dividends or dividend equivalentsdividends, if any; and (b) do does not commit to and are is under no obligation to structure the terms of the grant Restricted Stock Units or any aspect of the Award Restricted Stock Units to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items Items, or to achieve any particular tax result. Further, if the Employee becomes Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee 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 relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued and no cash will be paid to Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any Tax-Related ItemsItems which the Company determines must be withheld with respect to the Restricted Stock Units. The Participant acknowledges and agrees that the Company or an affiliate of the Company has the right to deduct from payments of any kind otherwise due to the Participant any national, state, local or other taxes of any kind required by law to be withheld for Tax-Related Items relating to the vesting of the Restricted Stock Units. . At such time as the Participant is not aware of any material nonpublic information about the Company or the Shares, the Participant shall execute the instructions set forth in Schedule A attached hereto (the “Automatic Sale Instructions”) as the means of satisfying the Tax-Related Items that the Company is required to withhold. If the Participant does not execute the Automatic Sale Instructions prior to an applicable vesting date, then the Participant agrees that if under applicable law the Participant will owe taxes at such vesting date on the portion of the Award then vested the Company shall be entitled to immediate payment, in cash or check, from the Participant of the amount of any tax required to be withheld by the Company. If Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares and/or cash thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Regardless of any action the Company and/or or the Subsidiary employing or retaining the Employee Employee’s employer (the “Employer”) take takes with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee or deemed by the Company or the Employer to be an appropriate charge to the Employee even if technically due by the Company or the Employer (“Tax-Related Items”), the Employee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Employee’s his or her responsibility and may exceed the amount actually to be withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRestricted Stock Units, including including, but not limited to, the grant grant, vesting or settlement of the RSUsRestricted Stock Units, the vesting issuance of Shares upon settlement of the RSUs, the delivery of SharesRestricted Stock Units, the subsequent sale of any Shares acquired at vesting pursuant to such issuance and the receipt of any dividends or dividend equivalentsdividends; and (b2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Restricted Stock Units to reduce or eliminate the Employee’s liability for Tax-Related Items or to achieve any particular tax result. Further, if the Employee becomes has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee 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 If any tax withholding is required when Shares are issued as payment for vested Restricted Stock Units or, in the relevant taxable eventdiscretion of the Company, at such earlier time as the Tax Obligations (defined below) are due, the Company (or, the employing Subsidiary), will withhold a portion of the vested RSUs Shares that have has an aggregate Fair Market Value market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Tax-Related ItemsShares, including, without limitation, (a) all federal, state and local income, employment and any other applicable taxes that are required to be withheld by the Company or the employing Subsidiary, (b) the Employee’s and, to the extent required by the Company (or the employing Subsidiary), the Company’s (or the employing Subsidiary’s) fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the Restricted Stock Units awarded and the Shares issued thereunder, and (c) all other taxes or social insurance liabilities with respect to which the Employee has agreed to bear responsibility (collectively, the “Tax Obligations”). The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due refund provided in the Employee U.S. for the any value of any Share the Shares withheld in excess of the Tax-Related Items Tax Obligations as a result of such rounding. If Notwithstanding the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternativelyforegoing, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination Tax Obligations in advance of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result arising of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8Tax Obligations. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any Tax-Related ItemsTax Obligations that the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from any fees, salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares or that are due prior to the issuance of Shares under the Restricted Stock Units award. All Tax Obligations related to the Restricted Stock Units award and any Shares delivered in payment thereof are the sole responsibility of the Employee.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary employing or retaining the Employee Participant’s employer (the “Employer”) take takes with respect to any or all income tax (including U.S. federalapplicable national, state and local tax and/or non-U.S. tax)local, social insurance, payroll tax, payment on account or other tax-related items related to tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the Employee’s participation in grant, vesting or settlement of the Plan and legally applicable to the Employee or deemed by the Company Restricted Stock Units or the Employer to be an appropriate charge to holding or subsequent sale of Shares, and the Employee even receipt of dividends, if technically due by the Company or the Employer any (“Tax-Related Items”), the Employee Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains the EmployeeParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee Participant further acknowledges that the Company and/or and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRestricted Stock Units, including the grant of the RSUsgrant, the vesting of the RSUs, the delivery of Sharesor settlement, the subsequent sale of any Shares acquired at vesting under the Plan, and the receipt of any dividends or dividend equivalentsdividends, if any; and (b) do does not commit to and are is under no obligation to structure the terms of the grant Restricted Stock Units or any aspect of the Award Restricted Stock Units to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items Items, or to achieve any particular tax result. Further, if the Employee becomes Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee 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 relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued and no cash will be paid to Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any Tax-Related ItemsItems which the Company determines must be withheld with respect to the Restricted Stock Units.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing or retaining the Employee Grantee (the “Employer”) take with respect to any or all income tax (including U.S. federal, state and state, and/or local tax and/or non-U.S. taxtaxes), social insurance, payroll tax, payment on account or other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee or deemed by the Company or the Employer to be an appropriate charge to the Employee even if technically due by the Company or the Employer withholding (“Tax-Related Items”), the Employee Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains the EmployeeGrantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRestricted Stock Units, including the grant of the RSUsRestricted Stock Units, the vesting of the RSUsRestricted Stock Units, the delivery payment of Sharesthe Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Restricted Stock Units to reduce or eliminate the EmployeeGrantee’s liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to the payment of all Tax- Related Items or to achieve any particular tax result. Further, if the Employee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee acknowledges that which the Company and/or the Employer (or former employerdetermines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as applicable) it may be required specify from time to withhold or account for Tax-Related Items in more than one jurisdiction. Prior time, may permit Grantee to the relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the satisfy Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market part by one or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion more of the vested RSUs following (without limitation): (a) paying cash, (b) withholding from the Grantee’s wages or other cash compensation paid to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, Grantee by the Company and/or the Employer has Employer, (c) have the right to satisfy any Tax-Related Items Company withhold otherwise deliverable Shares , provided that the Company determines cannot only withholds the amount of Shares necessary to satisfy the statutory withholding amount or such other amount as may be satisfied through the withholding of otherwise deliverable Shares by one necessary to avoid adverse accounting treatment, or a combination of the following: (id) retaining without notice from salary or other amounts payable to the Employee, cash having selling a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale number of such Shares otherwise deliverable to the Employee Grantee (on the EmployeeXxxxxxx’s behalf and at the Employee’s his or her direction pursuant to this authorization). To avoid negative accounting treatment, ) through such means as the Company may withhold determine in its sole discretion (whether through a broker or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding ratesotherwise). If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described hereinin Shares, the Employee shall be deemed, for tax purposes, Grantee is deemed to have been issued the full number of Shares subject to the vested portion of the AwardRestricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the AwardRestricted Stock Units. By accepting this RSU award, the Employee expressly consents If Grantee fails to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until make satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to for the payment of any Tax-Related ItemsItems hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 3, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Company.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing or retaining the Employee Grantee (the “Employer”) take with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account account, or other tax-tax- related items related to the Employee’s participation in the Plan and legally applicable to the Employee or deemed by the Company or the Employer to be an appropriate charge to the Employee even if technically due by the Company or the Employer withholding (“Tax-Related Items”), the Employee Grantee hereby acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee with respect to the Option is and remains the EmployeeGrantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardOption, including the grant of the RSUsOption, the vesting or exercise of the RSUs, the delivery of SharesOption, the subsequent sale of any Shares shares of Common Stock acquired at vesting pursuant to such exercise and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Option to reduce or eliminate the EmployeeGrantee’s liability for Tax-Related Items or to achieve any particular tax result. Further, if the Employee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee 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 jurisdictionItems. Prior to the relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to Grantee shall pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate adequate arrangements satisfactory to the Company for such and/or the Employer to satisfy all Tax-Related Items. In additionthis regard, Grantee hereby authorizes the Company and/or the Employer has the right Employer, in their sole discretion, pursuant to satisfy such procedures as they may specify from time to time and without any notice to or authorization by Grantee, to withhold all applicable Tax-Related Items that the Company determines cannot be satisfied through the withholding legally payable by Grantee in whole or in part by means of otherwise deliverable Shares by one or a combination of the following: following (iwithout limitation): (1) retaining without notice withholding from salary Grantee’s wages or other amounts payable cash compensation paid to Grantee by the Employee, cash having a sufficient value to satisfy any Tax-Related ItemsCompany and/or Grantee’s employer; (2) withholding from proceeds of the sale of shares of Common Stock acquired upon exercise of the Option; (3) selling or (ii) arranging for the sale of Shares otherwise deliverable to shares of Common Stock acquired upon exercise of the Employee Option (on the EmployeeGrantee’s behalf and at the EmployeeXxxxxxx’s direction discretion pursuant to this authorization). To avoid negative accounting treatment; or (4) withholding in shares of Common Stock, provided that the Company may withhold or account only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. If the Company satisfies the withholding obligation for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number shares of Shares Common Stock, as described hereinabove, the Employee shall be deemed, for tax purposes, Grantee hereby acknowledges that Grantee is deemed to have been issued the full number amount of Shares Common Stock subject to the vested portion of the AwardOption, notwithstanding that a number of Shares are Common Stock is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the AwardOption. By accepting this RSU award, the Employee expressly consents Grantee hereby acknowledges that Grantee is required to pay to the withholding Company or sale the Employer any amount of Shares and Tax-Related Items that the Company or the Employer may be required to any additional cash withholding withhold as provided for a result of Xxxxxxx’s participation in the Plan, or the purchase of Common Stock at exercise that cannot be satisfied by the means previously described. Grantee hereby acknowledges that the Company may refuse to honor the exercise of the Option if Xxxxxxx fails to comply with Xxxxxxx’s obligations in connection with the Tax-Related Items as described in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any Tax-Related Items.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing or retaining the Employee Grantee (the “"Employer”") take with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account account, or other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee or deemed by the Company or the Employer to be an appropriate charge to the Employee even if technically due by the Company or the Employer withholding (“"Tax-Related Items”"), the Employee Grantee hereby acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee with respect to the Option is and remains the Employee’s Grantee's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardOption, including the grant of the RSUsOption, the vesting or exercise of the RSUs, the delivery of SharesOption, the subsequent sale of any Shares shares of Common Stock acquired at vesting pursuant to such exercise and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Option to reduce or eliminate the Employee’s Grantee's liability for Tax-Related Items or to achieve any particular tax result. Further, if the Employee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee 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 jurisdictionItems. Prior to the relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to Grantee shall pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate adequate arrangements satisfactory to the Company for such and/or the Employer to satisfy all Tax-Related Items. In additionthis regard, Grantee hereby authorizes the Company and/or the Employer has the right Employer, in their sole discretion, pursuant to satisfy such procedures as they may specify from time to time and without any notice to or authorization by Grantee, to withhold all applicable Tax-Related Items that the Company determines cannot be satisfied through the withholding legally payable by Grantee in whole or in part by means of otherwise deliverable Shares by one or a combination of the following: following (iwithout limitation): (1) retaining without notice withholding from salary Grantee's wages or other amounts payable cash compensation paid to Grantee by the Employee, cash having a sufficient value to satisfy any Tax-Related ItemsCompany and/or Grantee's employer; (2) withholding from proceeds of the sale of shares of Common Stock acquired upon exercise of the Option; (3) selling or (ii) arranging for the sale of Shares otherwise deliverable to shares of Common Stock acquired upon exercise of the Employee Option (on the Employee’s Grantee's behalf and at the Employee’s direction Grantee's discretion pursuant to this authorization). To avoid negative accounting treatment; or (4) withholding in shares of Common Stock, provided that the Company may withhold or account only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. If the Company satisfies the withholding obligation for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number shares of Shares Common Stock, as described hereinabove, the Employee shall be deemed, for tax purposes, Grantee hereby acknowledges that Grantee is deemed to have been issued the full number amount of Shares Common Stock subject to the vested portion of the AwardOption, notwithstanding that a number of Shares are Common Stock is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the AwardOption. By accepting this RSU award, the Employee expressly consents Grantee hereby acknowledges that Grantee is required to pay to the withholding Company or sale the Employer any amount of Shares and Tax-Related Items that the Company or the Employer may be required to any additional cash withholding withhold as provided for a result of Grantee's participation in the Plan, or the purchase of Common Stock at exercise that cannot be satisfied by the means previously described. Grantee hereby acknowledges that the Company may refuse to honor the exercise of the Option if Grantee fails to comply with Grantee's obligations in connection with the Tax-Related Items as described in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any Tax-Related Items.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary employing or retaining the Employee Participant’s employer (the “Employer”) take takes with respect to any or all income tax (including U.S. federalapplicable national, state and local tax and/or non-U.S. tax)local, social insurance, payroll tax, payment on account or other tax-related items related to tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the Employee’s participation in grant or vesting of the Plan and legally applicable to the Employee or deemed by the Company Restricted Stock Units or the Employer to be an appropriate charge to holding or subsequent sale of Shares, and the Employee even receipt of dividends, if technically due by any, or otherwise in connection with the Company Restricted Stock Units or the Employer Shares (“Tax-Related Items”), the Employee Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains the EmployeeParticipant’s responsibility and may exceed the any amount actually withheld by the Company or the Employer. The Employee Participant further acknowledges and agrees that Participant is solely responsible for filing all relevant documentation that may be required in relation to the Restricted Stock Units or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company, an Affiliate or Employer pursuant to Applicable Laws) such as but not limited to personal income tax returns or reporting statements in relation to the grant, vesting or payment of the Restricted Stock Units, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends. Participant further acknowledges that the Company and/or and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRestricted Stock Units, including the grant of the RSUs, the or vesting of the RSUs, the delivery of SharesRestricted Stock Units, the subsequent sale of any Shares acquired at vesting under the Plan, and the receipt of any dividends or dividend equivalentsdividends, if any; and (b) do not commit to and are under no obligation to structure the terms of the grant Restricted Stock Units or any aspect of the Award Restricted Stock Units to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items Items, or to achieve any particular tax result. Participant also understands that Applicable Laws may require varying Share or Restricted Stock Unit valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Participant under Applicable Laws. Further, if the Employee becomes Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee 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 Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as which the Company determines must be withheld with respect to such Shares. As a result of such rounding. If condition to the date grant and vesting of the relevant taxable event (e.g., the date upon which the RSUs vest, Restricted Stock Units and as set forth in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion Section 16 of the vested RSUs Plan, Participant hereby agrees to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price make adequate provision for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to satisfaction of (and will indemnify the Company for such and any Affiliate for) any Tax-Related Items. In additionthis regard, Participant authorizes the Company and/or the Employer has the right or their respective agents, at their discretion, to satisfy any the obligations with regard to all Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice by receipt of a cash payment from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related ItemsParticipant; or (ii) arranging for by withholding from Participant’s wages or other cash compensation paid to Participant by the Company or the Employer; (iii) withholding Shares that otherwise would be issued to Participant upon payment of the vested Restricted Stock Units (provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s minimum tax withholding obligations); (iv) by withholding from proceeds of the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any Tax-Related Items.Shares

Withholding of Taxes. Regardless of any action the Company and/or or the employing Subsidiary employing or retaining the Employee (the “Employer”) take takes with respect to any or all income tax (including U.S. federaltax, state primary and local tax and/or non-U.S. tax), social insurancesecondary Class 1 National Insurance contributions, payroll tax, payment on account or other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee or deemed by the Company or the Employer to be an appropriate charge to the Employee even if technically due by the Company or the Employer (“Tax-Related Items”), the Employee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Employee’s responsibility and may exceed the amount actually withheld by the Company or and/or the Employeremploying Subsidiary. The Employee further acknowledges that the Company and/or the Employer employing Subsidiary (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the this Award, including the grant grant, vesting, assignment, release or cancellation of the RSUsRestricted Stock Units, the vesting issuance of the RSUs, the delivery of SharesShares as payment for vested Restricted Stock Units, the subsequent sale of any the Shares acquired at vesting and the receipt of any dividends or dividend equivalentsdividends; and (b) do not commit to and are under no obligation to structure the terms of the grant this Award or any aspect of the this Award to reduce or eliminate the Employee’s liability for Tax-Related Items or to achieve any particular tax result. Further, if the Employee becomes has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee acknowledges that the Company and/or the Employer employing Subsidiary (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any Tax-Related Items which the Company determines must be withheld or collected with respect to the event giving rise to the Tax-Related Items (the “Chargeable Event”). Generally, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay all applicable Tax-Related Items legally required to be withheld by the Company or the employing Subsidiary with respect to this Award, unless the Employee expressly elects to pay for the Tax-Related Items due under this Award and pays for such Tax-Related Items (in an estimated amount) at least seven days prior to the Chargeable Event, or unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items in advance of the Chargeable Event. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding, unless required by local laws. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from proceeds of the sale of Shares acquired at vesting/settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant to this authorization) and/or from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation of Tax-Related Items is satisfied by reducing the number of Shares delivered as described herein, for tax purposes, the Employee is deemed to have been issued the full number of Shares subject to this Award notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Employee’s participation in the Plan. All Tax-Related Items related to this Award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this Award, the Employee expressly consents to the withholding of Shares, the withholding of the proceeds of the sale of Shares and to any additional cash withholding as provided for in this paragraph 9. If the Employee fails to make satisfactory arrangements for the payment of any Tax-Related Items by the Due Date, which is 90 days, or such other period as required under U.K. law, after the Chargeable Event, and assuming that the Employee is not a director or executive officer of the Company as the term is used in Section 13(k) of the 1934 Act, as amended, the Employee agrees that the amount of any uncollected Tax-Related Items shall constitute a loan owed by the Employee to the employing Subsidiary, effective on the Due Date. The Employee agrees that the loan shall bear interest at the then-current HM Revenue and Customs (“HMRC”) Official Rate and it will be immediately due and repayable, and the Company and/or the employing Subsidiary may recover it at any time thereafter by any of the means referred to above. Notwithstanding the foregoing, if the Employee is a director or executive officer of the Company (within the meaning of Section 13(k) of the 1934 Act, as amended), the Employee will not be eligible for such a loan to cover the Tax-Related Items. In the event that the Employee is a director or executive officer and the Tax-Related Items are not collected from him or her by the Due Date, the amount of any uncollected Tax-Related Items will constitute a benefit to the Employee on which additional income tax and primary and secondary Class 1 National Insurance contributions will be payable. The Employee will be responsible for reporting and paying any income tax and National Insurance contributions (including the employer’s portion of National Insurance contributions) due on this additional benefit directly to HMRC under the self-assessment regime.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary employing or retaining the Employee (the “Employer”) take with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee or deemed by the Company or the Employer to be an appropriate charge to the Employee even if technically due by the Company or the Employer (“Tax-Related Items”), the Employee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the RSUs, the vesting of the RSUs, the delivery of Shares, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (b) do not commit to continue to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Employee’s liability for Tax-Related Items or to achieve any particular tax result. Further, if the Employee becomes subject to tax in more than one jurisdiction between the date of grant Grant Date and the date of any relevant taxable event, the Employee 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 relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 10 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 810. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any Tax-Related Items.

Withholding of Taxes. Regardless Participant acknowledges that, regardless of any action taken by the Company and/or or, if different, the Parent or Subsidiary retaining or employing or retaining the Employee Participant (the “Employer”) take with respect to any or the ultimate liability for all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Employee’s Participant's participation in the Plan Plans and legally applicable to the Employee or deemed by the Company or the Employer to be an appropriate charge to the Employee even if technically due by the Company or the Employer Participant (“Tax-Related Items”), the Employee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Employee’s Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee Participant further acknowledges that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardPSUs, including including, but not limited to, the grant grant, vesting or settlement of the RSUs, the vesting of the RSUs, the delivery of SharesPSUs, the subsequent sale of any Shares acquired at vesting pursuant to such settlement and the receipt of any dividends or dividend equivalents; and (b2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award PSUs to reduce or eliminate the Employee’s Participant's liability for Tax-Related Items or to achieve any particular tax result. Further, if the Employee becomes Participant is subject to tax Tax-Related Items in more than one jurisdiction between the date Date of grant Grant and the date of any relevant taxable or tax withholding event, the Employee as applicable, 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 any relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory to the Company will withhold a portion of and/or the vested RSUs that have an aggregate Fair Market Value sufficient Employer to pay the satisfy all Tax-Related Items. The number Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares withheld pursuant will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to Company determines must be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior with respect to such taxable eventShares. Alternatively, the CompanyThe Administrator, in its sole discretiondiscretion and pursuant to such procedures as it may specify from time to time, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; , in whole or in part (without limitation) by (a) withholding from Participant's wages or other cash compensation payable to Participant by the Company and/or any Parent or Subsidiary, (b) withhold otherwise deliverable Shares, or (iic) arranging for the sale selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Employee Company may determine in its sole discretion (whether through a broker or otherwise). Depending on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatmentwithholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates 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 Share equivalent. If To the obligation for extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax-Related Items is satisfied by withholding a reducing the number of Shares as described herein, the Employee shall be deemedotherwise deliverable to Participant. In this case, for tax purposes, Participant will be deemed to have been issued the full number of Shares subject to the vested portion of the AwardPSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. If Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the Company determines that such withholding method is problematic under Applicable Laws. In this case, Participant may elect the form of withholding from the alternatives above. Finally, Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items due that the Company or the Employer may be required to withhold or account for as a result of any aspect of Participant's participation in the AwardPlans that cannot be satisfied by the means previously described. By accepting this RSU award, the Employee expressly consents If Participant fails to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until make satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to for the payment of any required Tax-Related ItemsItems obligations hereunder at the time any applicable PSUs otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such PSUs and any right to receive Shares thereunder and the PSUs will be returned to the Company at no cost to the Company.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing or retaining the Employee Grantee (the “"Employer”") take with respect to any or all income tax (including U.S. federal, state and and/or local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account account, or other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee or deemed by the Company or the Employer to be an appropriate charge to the Employee even if technically due by the Company or the Employer withholding (“"Tax-Related Items”"), the Employee Grantee hereby acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee with respect to the Option is and remains the Employee’s Grantee's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardOption, including the grant of the RSUsOption, the vesting or exercise of the RSUs, the delivery of SharesOption, the subsequent sale of any Shares acquired at vesting pursuant to such exercise and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Option to reduce or eliminate the Employee’s Xxxxxxx's liability for Tax-Related Items or to achieve any particular tax result. Further, if the Employee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee 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 jurisdictionItems. Prior to the relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to Grantee shall pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate adequate arrangements satisfactory to the Company for such and/or the Employer to satisfy all Tax-Related Items. In additionthis regard, Grantee hereby authorizes the Company and/or the Employer has the right Employer, in their sole discretion, pursuant to satisfy such procedures as they may specify from time to time and without any notice to or authorization by Grantee, to withhold all applicable Tax-Related Items that the Company determines cannot be satisfied through the withholding legally payable by Grantee in whole or in part by means of otherwise deliverable Shares by one or a combination of the following: following (iwithout limitation): (1) retaining without notice withholding from salary Grantee's wages or other amounts payable cash compensation paid to Grantee by the Employee, cash having a sufficient value to satisfy any Tax-Related ItemsCompany and/or the Employer; (2) withholding from proceeds of the sale of Shares acquired upon exercise of the Option; (3) selling or (ii) arranging for the sale of Shares otherwise deliverable to acquired upon exercise of the Employee Option (on the Employee’s Xxxxxxx's behalf and at the Employee’s direction Xxxxxxx's discretion pursuant to this authorization). To avoid negative accounting treatment, ) through such means as the Company may withhold determine in its sole discretion (whether through a broker or account otherwise); or (4) withholding in Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment. If the Company satisfies the withholding obligation for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares in Shares, as described hereinabove, the Employee shall be deemed, for tax purposes, Grantee hereby acknowledges that Grantee is deemed to have been issued the full number of Shares subject to the vested portion of the AwardOption, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the AwardOption. By accepting this RSU award, the Employee expressly consents Grantee hereby acknowledges that Grantee is required to pay to the withholding Company or sale the Employer any amount of Shares and Tax-Related Items that the Company or the Employer may be required to any additional cash withholding withhold as provided for a result of Xxxxxxx's participation in the Plan, or the purchase of Common Stock at exercise that cannot be satisfied by the means previously described. Grantee hereby acknowledges that the Company may refuse to honor the exercise of the Option if Xxxxxxx fails to comply with Xxxxxxx's obligations in connection with the Tax-Related Items as described in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any Tax-Related Items.

Withholding of Taxes. Regardless of any action the Company and/or or Participant’s employer (if other than the Subsidiary employing or retaining the Employee Company) (the “Employer”) take takes with respect to any or all income tax (including U.S. federalWithholding Taxes, state and local tax and/or non-U.S. tax)if any, social insurancethat arise upon the grant, payroll tax, payment on account vesting or other tax-related items related to exercise of the Employee’s participation in the Plan and legally applicable to the Employee or deemed by the Company SARs [or the Employer to be an appropriate charge to holding or subsequent sale of Shares, and the Employee even receipt of dividends, if technically due by the Company or the Employer any]17 (“Tax-Related Items”), the Employee Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains the EmployeeParticipant’s responsibility and may exceed the amount actually 11 Include if SARs may be settled only in Shares. 12 Include if SARs may be settled in cash or Shares. 13 Include if SARs may be settled only in cash. 14 Include if SARs may be settled only in Shares. 15 Include if SARs may be settled (i) only in Shares or (ii) in cash or Shares. 16 Include if SARs may be settled in Shares. 17 Include if SARs may be settled in Shares. withheld by the Company or the Employer. The Employee Participant further acknowledges that each of the Company and/or and the Employer (ai) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardSARs including grant, including the grant vesting or exercise of the RSUs, the vesting of the RSUs, the delivery of SharesSARs[, the subsequent sale of any Shares acquired at vesting under the Plan, and the receipt of any dividends or dividend equivalentsdividends, if any]18; and (bii) do does not commit to and are is under no obligation to structure the terms of the grant SARs or any aspect of the Award SARs to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items Items, or to achieve any particular tax result. Further, if the Employee becomes Participant has become subject to tax in more than one jurisdiction between the date of grant Grant Date and the date of any relevant taxable event, the Employee 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 relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any Tax-Related Items.