Common use of Responsibility for Taxes Clause in Contracts

Responsibility for Taxes. Regardless of any action the Company or, if different, the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to the grant of the Restricted Stock Units, the vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of Shares acquired at vesting and the receipt of any dividends and/or any dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Furthermore, if the Participant is subject to tax in more than one jurisdiction, the 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 any relevant taxable or tax withholding event, as applicable, the Participant must pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, or their respective agents, in their sole discretion and without any notice to or additional authorization by the Participant, to satisfy their withholding obligations with regard to all Tax-Related Items, if any, by one or a combination of the following:

Responsibility for Taxes. Regardless The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer Affiliate that employs the Participant (the “"Employer”) takes with respect to any or "), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s 's participation in the Plan and legally applicable to the Participant (“"Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ") is and remains the Participant’s 's responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsAward, including, but not limited to the grant of the Restricted Stock Unitsto, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock UnitsAward, the subsequent sale of Shares shares of Stock acquired at vesting pursuant to the Award and the receipt of any dividends and/or any dividend equivalentsDividend Equivalents; and (iib) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Restricted Stock Units Award to reduce or eliminate the Participant’s 's liability for Tax-Related Items or achieve any particular tax result. Furthermore, if the Participant is has become subject to tax Tax Related Items in more than one jurisdiction, the 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 any relevant taxable or tax withholding event, as applicable, the Participant must will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their withholding obligations with regard to all Tax-Related ItemsItems by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant's wages or other cash compensation paid to the Participant by the Company and/or the Employer, if any, by one or a combination (iii) withholding from the proceeds of the following:sale of Stock acquired pursuant to the Award, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization without further consent); and/or (iv) withholding from the shares of Stock subject to the Restricted Stock Units, provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Participant may elect the form of withholding from the alternatives above in advance of any tax withholding event, and in the absence of the Participant's timely election, the Company will withhold in shares of Stock, or the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) may determine that a particular method be used to satisfy any withholding obligations for Tax‑Related Items. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of Stock or cash in the amount of any Dividend Equivalents if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Participant’s including your employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income taxtax (including federal, state, local and non-U.S. taxes), social insurancesecurity, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsRSUs, including, but not limited to including the grant of the Restricted Stock UnitsRSUs, the vesting or settlement of RSUs, the conversion of the Restricted RSUs into shares of Common Stock Units, or the issuance receipt of Shares in settlement of the Restricted Stock Unitsan equivalent cash payment, the subsequent sale of Shares any shares of Common Stock acquired at vesting settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and and, (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units RSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges you acknowledge 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 any the relevant taxable or tax withholding event, as applicable, the Participant must pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. In this regard, by your acceptance of the Participant hereby authorizes RSUs, you authorize the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their withholding obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless of any action taken by the Company or, if different, the Participantor Optionee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant withholding (“Tax-Related Items”), the Participant Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the ParticipantOptionee’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsOption grant, includingincluding the grant, but not limited to the grant vesting or exercise of the Restricted Stock Units, the vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock UnitsOption, the subsequent sale of Shares shares acquired at vesting pursuant to such exercise and the receipt of any dividends and/or any dividend equivalentsdividends; and (ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units Option to reduce or eliminate the ParticipantOptionee’s liability for Tax-Related Items Items. Without limiting the foregoing, the Company specifically disclaims any representation or achieve any particular tax result. Furthermoreguarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Participant is subject Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax in more than one jurisdiction, advisor regarding the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account status of and tax treatment for Tax-Related Items in more than one jurisdictionthis Option. Prior to any relevant taxable or tax withholding eventexercise of the Option, as applicable, the Participant must Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Itemswithholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant hereby Optionee authorizes the Company and/or the EmployerEmployer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of the shares. Alternatively, or their respective agentsin addition, in their sole discretion and without any notice if permissible under local law, the Company may (i) sell or arrange for the sale of shares that Optionee acquires to or additional authorization by meet the Participant, to satisfy their withholding obligations with regard to all obligation for Tax-Related Items, and/or (ii) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares if any, by one Optionee fails to comply with his or a combination of her obligations in connection with the following:Tax-Related Items as described in this section.

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Participant’s including your employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income taxtax (including U.S. and non-U.S. federal, state and local taxes), social insurancesecurity, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer, if any. The Participant You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsRSUs, including, but not limited to including the grant of the Restricted Stock UnitsRSUs, the vesting or settlement of RSUs, the conversion of the Restricted RSUs into shares of Common Stock Unitsor the receipt of an equivalent cash payment, the issuance lapse of Shares in settlement of the Restricted Stock Unitsany Post-Vest Holding Period, the subsequent sale of Shares any shares of Common Stock acquired at vesting settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and and, (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units RSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges you acknowledge 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 any the relevant taxable event or tax withholding eventwithholding, as applicable, the Participant must pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. In this regard, by your acceptance of the Participant hereby authorizes RSUs, you authorize the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless of any action taken by the Company or, if different, the Participantor Optionee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant withholding (“Tax-Related Items”), the Participant Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the ParticipantOptionee’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsOption grant, includingincluding the grant, but not limited to the grant vesting or exercise of the Restricted Stock Units, the vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock UnitsOption, the subsequent sale of Shares shares acquired at vesting pursuant to such exercise and the receipt of any dividends and/or any dividend equivalentsdividends; and (ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units Option to reduce or eliminate the ParticipantOptionee’s liability for Tax-Related Items or achieve any particular tax result. Furthermore, if the Participant is subject to tax in more than one jurisdiction, the 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 jurisdictionItems. Prior to any relevant taxable or tax withholding eventexercise of the Option, as applicable, the Participant must Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Itemswithholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant hereby Optionee authorizes the Company and/or the EmployerEmployer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of the shares. Alternatively, or their respective agentsin addition, in their sole discretion and without any notice if permissible under local law, the Company may (i) sell or arrange for the sale of shares that Optionee acquires to or additional authorization by meet the Participant, to satisfy their withholding obligations with regard to all obligation for Tax-Related Items, and/or (ii) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares if any, by one Optionee fails to comply with his or a combination of her obligations in connection with the following:Tax-Related Items as described in this section.

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Participant’s including your employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income taxtax (including U.S. and non-U.S. federal, state and local taxes), social insurancesecurity, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer, if any. The Participant You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsRSUs, including, but not limited to including the grant of the Restricted Stock UnitsRSUs, the vesting or settlement of RSUs, the conversion of the Restricted RSUs into shares of Common Stock Units, or the issuance receipt of Shares in settlement of the Restricted Stock Unitsan equivalent cash payment, the subsequent sale of Shares any shares of Common Stock acquired at vesting settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and and, (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units RSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges you acknowledge 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 any the relevant taxable or tax withholding event, as applicable, the Participant must pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. In this regard, by your acceptance of the Participant hereby authorizes RSUs, you authorize the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless Employee acknowledges that, regardless of any action taken by the Company orCompany, or if different, the ParticipantEmployee’s employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the ParticipantEmployee’s participation in the Plan and legally applicable to the Participant Employee (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the ParticipantEmployee’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or and/or the Employer. The Participant Employee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, including but not limited to the grant of the Restricted Stock Unitsto, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of Shares Stock acquired at vesting pursuant to such settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and (ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units to reduce or eliminate the ParticipantEmployee’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant Employee is subject to tax Tax-Related Items in more than one jurisdiction, the Participant 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 any relevant taxable or tax withholding event, as applicable, the Participant must Employee agrees to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby Employee authorizes the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Participant’s including your employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income taxtax (including federal, state, local and non-U.S. taxes), social insurancesecurity, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer, if any. The Participant You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsRSUs, including, but not limited to including the grant of the Restricted Stock UnitsRSUs, the vesting or settlement of RSUs, the conversion of the Restricted RSUs into shares of Common Stock Unitsor the receipt of an equivalent cash payment, the issuance lapse of Shares in settlement of the Restricted Stock Unitsany Post-Vest Holding Period, the subsequent sale of Shares any shares of Common Stock acquired at vesting settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and and, (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units RSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges you acknowledge 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 any the relevant taxable event or tax withholding eventwithholding, as applicable, the Participant must pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. In this regard, by your acceptance of the Participant hereby authorizes RSUs, you authorize the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Participant’s including your employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income taxtax (including federal, state, local and non-U.S. taxes), social insurancesecurity, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer, if any. The Participant You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsRSUs, including, but not limited to including the grant of the Restricted Stock UnitsRSUs, the vesting or settlement of RSUs, the conversion of the Restricted RSUs into shares of Common Stock Units, or the issuance receipt of Shares in settlement of the Restricted Stock Unitsan equivalent cash payment, the subsequent sale of Shares any shares of Common Stock acquired at vesting settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and and, (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units RSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges you acknowledge 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 any the relevant taxable or tax withholding event, as applicable, the Participant must pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. In this regard, by your acceptance of the Participant hereby authorizes RSUs, you authorize the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Participant’s including your employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income taxtax (including U.S. and non-U.S. federal, state and local taxes), social insurancesecurity, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable or deemed by the Company or the Employer, in its discretion, to be an appropriate charge to you even if legally applicable to the Participant Company or the Employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer, if any. The Participant You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsRSUs or underlying shares of Common Stock, including, but not limited to including the grant of the Restricted Stock UnitsRSUs, the vesting or settlement of RSUs, the conversion of the Restricted RSUs into shares of Common Stock Unitsor the receipt of an equivalent cash payment, the issuance lapse of Shares in settlement of the Restricted Stock Unitsany Post-Vest Holding Period, the subsequent sale of Shares any shares of Common Stock acquired at vesting settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and and, (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units RSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges you acknowledge 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 any In connection with the relevant taxable or tax withholding event, as applicable, the Participant must pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related ItemsItems that require withholding by the Company or the Employer. In this regard, by your acceptance of the Participant hereby authorizes RSUs, you authorize the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any applicable withholding obligations or rights with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsPlan, including, but not limited to to, the grant grant, vesting or exercise (if applicable) of the Restricted Stock UnitsAward, the vesting or settlement delivery of the Restricted Stock Units, the issuance shares of Shares in settlement of the Restricted Stock UnitsCommon Stock, the subsequent sale of Shares any shares of Common Stock acquired at vesting pursuant to the Award and the receipt of any dividends and/or any dividends, dividend equivalentsequivalents or other distributions with respect to the shares of Common Stock; and (iib) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Restricted Stock Units Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is subject to tax Tax-Related Items in more than one jurisdiction, the 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 any the relevant taxable or tax withholding event, as applicable, the Participant must pay or agrees to make adequate arrangements satisfactory acceptable to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any withholding obligations with regard to all obligation for Tax-Related Items, if any, Items by one or a combination of the following:: (i) withholding from the Participant’s wages or other cash compensation payable to the Participant by the Company and/or the Employer; (ii) withholding from the proceeds of the sale of any shares of Common Stock acquired pursuant to the Award either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iii) withholding from any shares of Common Stock to be delivered to the Participant pursuant to the Award; and/or (iv) any other method approved by the Company and, to the extent required by applicable law or the Plan, approved by the Committee. Depending on the withholding method, the Company and/or the Employer may withhold for Tax-Related Items by considering statutory or other withholding rates, including minimum or maximum rates in the jurisdiction(s) applicable to the Participant. In the event of any over-withholding, the Participant may receive a refund of any over-withheld amount in cash (without interest and without entitlement to the equivalent amount in shares of Common Stock). If the obligation for Tax-Related Items is satisfied by withholding shares of Common Stock, for tax purposes, the Participant will be deemed to have been issued the full number of shares of Common Stock to which he or she is entitled pursuant to the Award, notwithstanding that a number of shares of Common Stock are withheld to satisfy the obligation for Tax-Related Items. The Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue the shares of Common Stock or the proceeds of the sale of shares of Common Stock, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company Corporation or, if different, the Participant’s employer Subsidiary for which you provide continuous service (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insuranceinsurance contributions, payroll tax, fringe benefit benefits tax, payment on account or account, and other tax-related items related to the Participant’s your participation in the Plan and legally applicable to the Participant you (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s your responsibility and may exceed the amount, if any, actually withheld by the Company Corporation or the Employer. The Participant You further acknowledges acknowledge that the Company Corporation and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to the grant of the Restricted Stock Unitsto, the vesting grant, earning or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of Shares Stock acquired at vesting pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; or other distributions paid on the Stock, and (ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges you acknowledge that the Company Corporation 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. Notwithstanding the foregoing, if you are subject to Section 16 of the Exchange Act, any withholding of shares of Stock to satisfy applicable Tax-Related Items shall be approved in advance by the Compensation Committee or the Board. Prior to any relevant taxable or tax tax-withholding event, as applicable, the Participant must pay or you agree to make adequate arrangements satisfactory to the Company Corporation and/or the Employer to satisfy any withholding obligations the Corporation and/or the Employer may have for all Tax-Related Items. In this regard, you authorize the Participant hereby authorizes the Company Corporation and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Participant’s including your employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income taxtax (including federal, state, local and non-U.S. taxes), social insurancesecurity, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Performance Share Units, including, but not limited to including the grant of the Restricted Stock Performance Share Units, the vesting or settlement of the Restricted Stock Performance Share Units, the issuance of Shares in settlement conversion of the Restricted Stock UnitsPerformance Share Units into Shares or the receipt of an equivalent cash payment, the subsequent sale of any Shares acquired at vesting settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and and, (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Performance Share Units to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges you acknowledge 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 any the relevant taxable or tax withholding event, as applicable, the Participant must pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. In this regard, by your acceptance of the Participant hereby authorizes Performance Share Units, you authorize the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their withholding obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless The following section replaces Section 8 of the Agreement in its entirety: The Grantee acknowledges that, regardless of any action taken by the Company or, if different, the ParticipantGrantee’s employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the ParticipantGrantee’s participation in the Plan and legally applicable to the Participant Grantee (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the ParticipantGrantee’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant Grantee further acknowledges that the Company and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsRSU, including, but not limited to the grant of the Restricted Stock Unitsto, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock UnitsRSUs, the subsequent sale of Shares shares of Common Stock acquired at vesting pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (ii2) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units RSUs to reduce or eliminate the ParticipantGrantee’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant Grantee is subject to tax Tax-Related Items in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant Grantee 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 any relevant taxable or tax withholding event, as applicable, the Participant must pay or Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby Grantee authorizes the Company and/or the Employer, or their respective agents, in their sole discretion and without any notice to or additional authorization by the Participant, Employer to satisfy their withholding the obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:following methods: (i) requiring payment by the Grantee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; or (ii) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Employer; or (iii) withholding from proceeds of the sale of shares of Common Stock acquired at vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization) without further consent; or (ii) withholding shares of Common Stock issuable at vesting of the RSUs. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Common Stock subject to the vested RSUs, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee agrees to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Participant’s including your employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income taxtax (including federal, state, local and non-U.S. taxes), social insurancesecurity, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the Restricted Stock UnitsMSUs, including, but not limited to including the grant of the Restricted Stock UnitsMSUs, the vesting or settlement of MSUs, the conversion of the Restricted MSUs into shares of Common Stock Units, or the issuance receipt of Shares in settlement of the Restricted Stock Unitsan equivalent cash payment, the subsequent sale of Shares any shares of Common Stock acquired at vesting settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and and, (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units MSUs to reduce or eliminate the Participant’s your liability for Tax-Tax Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Tax Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, the Participant must pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. In this regard, by your acceptance of the Participant hereby authorizes MSUs, you authorize the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their withholding obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Participant’s including your employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income taxtax (including U.S. and non-U.S. federal, state and local taxes), social insurancesecurity, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable or deemed applicable to the Participant you (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer, if any. The Participant You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsRSUs or underlying shares of Common Stock, including, but not limited to including the grant of the Restricted Stock UnitsRSUs, the vesting or settlement of RSUs, the conversion of the Restricted RSUs into shares of Common Stock Units, or the issuance receipt of Shares in settlement of the Restricted Stock Unitsan equivalent cash payment, the subsequent sale of Shares any shares of Common Stock acquired at vesting settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and and, (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units RSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges you acknowledge 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 any the relevant taxable or tax withholding event, as applicable, the Participant must pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related ItemsItems that require withholding by the Company or the Employer. In this regard, by your acceptance of the Participant hereby authorizes RSUs, you authorize the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any applicable withholding obligations or rights with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Participant’s including your employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income taxtax (including U.S. and non-U.S. federal, state, and local taxes), social insurancesecurity, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer, if any. The Participant You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Performance Share Units, including, but not limited to including the grant of the Restricted Stock Performance Share Units, the vesting or settlement of the Restricted Stock Performance Share Units, the issuance of Shares in settlement conversion of the Restricted Stock UnitsPerformance Share Units into Shares or the receipt of an equivalent cash payment, the subsequent sale of any Shares acquired at vesting settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and and, (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Performance Share Units to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges you acknowledge 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 any the relevant taxable or tax withholding event, as applicable, the Participant must pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. In this regard, by your acceptance of the Participant hereby authorizes Performance Share Units, you authorize the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless Except to the extent prohibited by law, the Optionee acknowledges that, regardless of any action the Company or, if different, the ParticipantOptionee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the ParticipantOptionee’s participation in the Plan and legally applicable to the Participant Optionee or deemed by the Company or the Employer in their discretion to be an appropriate charge to the Optionee even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the ParticipantOptionee’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer, if any. The Participant Optionee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsOptions, includingincluding the grant, but not limited to the grant vesting or exercise of the Restricted Stock Units, the vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock UnitsOptions, the subsequent sale of Shares shares of Stock acquired at vesting as a result of such exercise and the receipt of any dividends and/or any dividend equivalentsdividends; and (ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units Options to reduce or eliminate the ParticipantOptionee’s liability for Tax-Related Items or achieve any particular tax result. Furthermore, if the Participant is subject to tax in more than one jurisdiction, the Participant Optionee 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 any relevant taxable or tax withholding event, as applicable, the Participant must pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby The Optionee authorizes the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their withholding the obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:: (i) withholding from the Optionee’s wages or other cash compensation paid to the Optionee by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of shares of Stock acquired at exercise of the Options, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee’s behalf pursuant to this authorization). The Company may withhold or account for Tax-Related Items by considering minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case the Optionee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. The Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Optionee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver shares of Stock or the proceeds of the sale of shares of Stock if the Optionee fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Participant’s including your employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income taxtax (including U.S. and non-U.S. federal, state and local taxes), social insurancesecurity, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable or deemed by the Company or the Employer, in its discretion, to be an appropriate charge to you even if legally applicable to the Participant Company or the Employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer, if any. The Participant You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsRSUs or underlying shares of Common Stock, including, but not limited to including the grant of the Restricted Stock UnitsRSUs, the vesting or settlement of RSUs, the conversion of the Restricted RSUs into shares of Common Stock Units, or the issuance receipt of Shares in settlement of the Restricted Stock Unitsan equivalent cash payment, the subsequent sale of Shares any shares of Common Stock acquired at vesting settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and and, (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units RSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges you acknowledge 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 any In connection with the relevant taxable or tax withholding event, as applicable, the Participant must pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related ItemsItems that require withholding by the Company or the Employer. In this regard, by your acceptance of the Participant hereby authorizes RSUs, you authorize the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any applicable withholding obligations or rights with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless Employee acknowledges that, regardless of any action taken by the Company orCompany, or if different, the ParticipantEmployee’s employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the ParticipantEmployee’s participation in the Plan and legally applicable to the Participant Employee (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the ParticipantEmployee’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or and/or the Employer. The Participant Employee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Performance Stock Units, including, including but not limited to the grant of the Restricted Stock Unitsto, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Performance Stock Units, the subsequent sale of Shares Stock acquired at vesting pursuant to such settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and (ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Performance Stock Units to reduce or eliminate the ParticipantEmployee’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant Employee is subject to tax Tax-Related Items in more than one jurisdiction, the Participant 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 any relevant taxable or tax withholding event, as applicable, the Participant must Employee agrees to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby Employee authorizes the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless of any action the Company or, if different, or the ParticipantOptionee’s employer (the “Employer”) takes with respect to any or and all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant withholding (“Tax-Related Items”), the Participant Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by him or her is and remains the ParticipantOptionee’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsOption grant, includingincluding the grant, but not limited to the grant vesting or exercise of the Restricted Stock Units, the vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock UnitsOption, the subsequent sale of Common Shares acquired at vesting pursuant to such exercise and the receipt of any dividends and/or any dividend equivalentsdividends; and (ii2) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units Option to reduce or eliminate the ParticipantOptionee’s liability for Tax-Related Items or achieve any particular tax result. Furthermore, if the Participant is subject to tax in more than one jurisdiction, the 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 jurisdictionItems. Prior to any relevant taxable or tax withholding event, as applicableexercise of the Option, the Participant must Optionee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Itemswithholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant hereby Optionee authorizes the Company and/or the EmployerEmployer to withhold all applicable Tax-Related Items legally payable by the Optionee from his or her wages or other cash compensation paid to the Optionee by the Company and/or the Employer or from proceeds of the sale of Common Shares. Alternatively, or their respective agentsin addition, in their sole discretion and without any notice if permissible under local law, the Company may (1) sell or arrange for the sale of Common Shares that the Optionee acquires to or additional authorization by meet the Participant, to satisfy their withholding obligations with regard to all obligation for Tax-Related Items, if anyand/or (2) withhold in Common Shares, provided that the Company only withholds the amount of Common Shares necessary to satisfy the minimum withholding amount. The Optionee acknowledges and agrees that the amount withheld for Tax-Related Items may exceed the actual amount of Tax-Related Items due by one the Optionee and that, in such event, any excess amount withheld by the Company will be paid to the Optionee within a reasonable time period and without interest. Finally, the Optionee will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a combination result of the following:Optionee’s participation in the Plan or the Optionee’s purchase of Common Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the Common Shares if the Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this Paragraph 6.

Responsibility for Taxes. Regardless Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s 's employer (the “"Employer”) takes with respect to any or "), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s 's participation in the Plan and legally applicable to Participant or deemed by the Company or the Employer in its discretion to be an appropriate charge to Participant even if legally applicable to the Company or the Employer (“"Tax-Related Items”"), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s 's responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or and the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Restricted Stock Units, including, but not limited to the grant of the Restricted Stock Unitsto, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Performance Restricted Stock Units, the subsequent sale of any Shares acquired at vesting settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Performance Restricted Stock Units to reduce or eliminate the Participant’s 's liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is subject to tax Tax-Related Items in more than one jurisdiction, the 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 any relevant taxable or tax withholding event, as applicable, the Participant must pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, or their the respective agentsagents of the Company and/or the Employer, in their sole discretion and without any notice to or additional authorization by at the ParticipantCompany's discretion, to satisfy their withholding obligations with regard respect to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless Employee acknowledges that, regardless of any action taken by the Company orCompany, or if different, the ParticipantEmployee’s employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the ParticipantEmployee’s participation in the Plan and legally applicable to the Participant Employee (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the ParticipantEmployee’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or and/or the Employer. The Participant Employee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, including but not limited to the grant of the Restricted Stock Unitsto, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of Shares Stock acquired at vesting pursuant to such settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and (ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units to reduce or eliminate the ParticipantEmployee’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant Employee is subject to tax Tax-Related Items in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable event, the Participant 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 any relevant taxable or tax withholding event, as applicable, the Participant must Employee agrees to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby Employee authorizes the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their withholding the obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Participant’s including your employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income taxtax (including U.S. and non-U.S. federal, state, and local taxes), social insurancesecurity, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer, if any. The Participant You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsMSUs, including, but not limited to including the grant of the Restricted Stock UnitsMSUs, the vesting or settlement of MSUs, the conversion of the Restricted MSUs into shares of Common Stock Units, or the issuance receipt of Shares in settlement of the Restricted Stock Unitsan equivalent cash payment, the subsequent sale of Shares any shares of Common Stock acquired at vesting settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and and, (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units MSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges you acknowledge 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 any the relevant taxable or tax withholding event, as applicable, the Participant must pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. In this regard, by your acceptance of the Participant hereby authorizes MSUs, you authorize the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to Participant or deemed by the Company or the Employer in its discretion to be an appropriate charge to Participant even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or and the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to the grant of the Restricted Stock Unitsto, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of any Shares acquired at vesting settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is subject to tax Tax-Related Items in more than one jurisdiction, the 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 In connection with any relevant taxable or tax withholding event, as applicable, the Participant must pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. Full payment of the Tax-Related Items shall be made by any of the following, or a combination thereof, subject to the Committee’s or Company’s right to eliminate, prior to vesting, any of the following as permissible payment methods: (i) in cash or cash equivalents (including certified check, bank check or wire transfer of immediately available funds); (ii) by tendering previously acquired Shares (either actually or by attestation) valued at their then-Fair Market Value; (iii) by withholding Shares otherwise issuable in connection with the vesting of the RSUs; (iv) through same-day voluntary or involuntary (on Participant’s behalf pursuant to this authorization) sales through a broker if permitted by the Company’s Securities Trading Policy; (v) withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer; or (vi) any combination of any of the foregoing. In this regardthe absence of Participant’s timely election or in the event Section 16(b) applies to Participant, the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable. In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, the Participant hereby authorizes and directs the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any applicable withholding obligations obligation with regard to all Tax-Related Items, if any, Items by one or a combination of the following:methods above. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable withholding rates in Participant’s jurisdiction(s) (up to the rate that will not cause an adverse accounting consequence or cost, including pursuant to ASC Topic 718, as applicable). If the Company and/or the Employer withhold more than the amount necessary to satisfy the liability for Tax-Related Items, Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent Shares, or if not refunded, Participant may be able to seek a refund from the applicable tax authorities. If the Company and/or the Employer withhold less than the amount necessary to satisfy the liability for Tax-Related Items, Participant may be required to pay additional Tax-Related Items directly to the applicable tax authorities or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Participant fails to comply with Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Participant’s including your employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income taxtax (including U.S. and non-U.S. federal, state, and local taxes), social insurancesecurity, payroll tax, fringe benefit benefits tax, payment on account account, or other tax-related items related to the Participant’s your participation in the Plan and legally applicable or deemed by the Company or the Employer, in its discretion, to be an appropriate charge to you, even if legally applicable to the Participant Company or the Employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer, if any. The Participant You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate, and/or the Employer Employer: (ia) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsRSUs or underlying shares of Common Stock, including, but not limited to including the grant of the Restricted Stock UnitsRSUs, the vesting or of RSUs, the settlement of the Restricted RSUs in shares of Common Stock Units, the issuance of Shares in settlement of the Restricted Stock Unitsor an equivalent cash payment, the subsequent sale of Shares any shares of Common Stock acquired at vesting settlement, and the receipt of any dividends and/or any dividend equivalents; and (iib) do does not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units RSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges you acknowledge 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 any In connection with the relevant taxable or tax withholding event, as applicable, the Participant must pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related ItemsItems that require withholding by the Company or the Employer. In this regard, by your acceptance of the Participant hereby authorizes RSUs, you authorize the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any applicable withholding obligations or rights with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s 's employer (the “"Employer”) takes with respect to any or "), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s 's participation in the Plan and legally applicable to Participant or deemed by the Company or the Employer in its discretion to be an appropriate charge to Participant even if legally applicable to the Company or the Employer (“"Tax-Related Items”"), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s 's responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or and the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsPerformance Options, including, but not limited to to, the grant grant, vesting or exercise of the Restricted Stock Units, the vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock UnitsPerformance Options, the subsequent sale of any Shares acquired at vesting exercise and the receipt of any dividends and/or any dividend equivalentsdividends; and (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units Performance Options to reduce or eliminate the Participant’s 's liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is subject to tax Tax-Related Items in more than one jurisdiction, the 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 any relevant taxable or tax withholding event, as applicable, the Participant must pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, or their the respective agentsagents of the Company and/or the Employer, in their sole discretion and without any notice to or additional authorization by at the ParticipantCompany's discretion, to satisfy their withholding obligations with regard respect to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Participant’s including your employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income taxtax (including U.S. and non-U.S. federal, state and local taxes), social insurancesecurity, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable or deemed applicable to the Participant you (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer, if any. The Participant You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsRSUs or underlying shares of Common Stock, including, but not limited to including the grant of the Restricted Stock UnitsRSUs, the vesting or settlement of RSUs, the conversion of the Restricted RSUs into shares of Common Stock Unitsor the receipt of an equivalent cash payment, the issuance lapse of Shares in settlement of the Restricted Stock Unitsany Post-Vest Holding Period, the subsequent sale of Shares any shares of Common Stock acquired at vesting settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and and, (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units RSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges you acknowledge 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 any the relevant taxable or tax withholding event, as applicable, the Participant must pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related ItemsItems that require withholding by the Company or the Employer. In this regard, by your acceptance of the Participant hereby authorizes RSUs, you authorize the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any applicable withholding obligations or rights with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or any affiliate of the Company, the Participant’s including your employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income taxtax (including U.S. and non-U.S. federal, state, and local taxes), social insurancesecurity, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to you or deemed by the Participant Company or the Employer, in its discretion, to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer, if any. The Participant You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsPerformance Share Units or underlying Shares, including, but not limited to including the grant of the Restricted Stock Performance Share Units, the vesting or settlement of the Restricted Stock Performance Share Units, the issuance of Shares in settlement conversion of the Restricted Stock UnitsPerformance Share Units into Shares or the receipt of an equivalent cash payment, the subsequent sale of any Shares acquired at vesting settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and and, (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Performance Share Units to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges you acknowledge 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 any In connection with the relevant taxable or tax withholding event, as applicable, the Participant must pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related ItemsItems that require withholding by the Company or the Employer. In this regard, by your acceptance of the Participant hereby authorizes Performance Share Units, you authorize the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any applicable withholding obligations or rights with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Participant’s including your employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income taxtax (including federal, state, local and non-U.S. taxes), social insurancesecurity, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsRSUs, including, but not limited to including the grant of the Restricted Stock UnitsRSUs, the vesting or settlement of RSUs, the conversion of the Restricted RSUs into shares of Common Stock Unitsor the receipt of an equivalent cash payment, the issuance lapse of Shares in settlement of the Restricted Stock Unitsany Post-Vest Holding Period, the subsequent sale of Shares any shares of Common Stock acquired at vesting settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and and, (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units RSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges you acknowledge 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 any the relevant taxable event or tax withholding eventwithholding, as applicable, the Participant must pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. In this regard, by your acceptance of the Participant hereby authorizes RSUs, you authorize the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to Participant or deemed by the Company or the Employer in its discretion to be an appropriate charge to Participant even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or and the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to the grant of the Restricted Stock Unitsto, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of any Shares acquired at vesting settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is subject to tax Tax-Related Items in more than one jurisdiction, the 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 any relevant taxable or tax withholding event, as applicable, the Participant must pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. Full payment of the Tax-Related Items shall be made by any of the following, or a combination thereof, subject to the Committee’s or Company’s right to eliminate, prior to vesting, any of the following as permissible payment methods: (i) in cash or cash equivalents (including certified check, bank check or wire transfer of immediately available funds); (ii) by tendering previously acquired Shares (either actually or by attestation) valued at their then-Fair Market Value; (iii) by withholding Shares otherwise issuable in connection with the vesting of the RSUs; (iv) through same-day voluntary or involuntary (on Participant’s behalf pursuant to this authorization) sales through a broker if permitted by the Company’s Securities Trading Policy; (v) withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer; or (vi) any combination of any of the foregoing. In this regardthe absence of Participant’s timely election or in the event Section 16(b) applies to Participant, the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable. In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, the Participant hereby authorizes and directs the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any applicable withholding obligations obligation with regard to all Tax-Related Items, if any, Items by one or a combination of the following:methods above. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable withholding rates (up to the rate that will not cause an adverse accounting consequence or cost, including pursuant to ASC Topic 718, as applicable) in which case Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Participant fails to comply with Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. Regardless Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or and the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to the grant of the Restricted Stock Units, the vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of Shares acquired at vesting and the receipt of any dividends and/or any dividend equivalentsPSUs; and (ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units PSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is subject to tax Tax-Related Items in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, the 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 satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items, the Company will withhold Shares otherwise issuable upon vesting of the PSUs. Alternatively, or in addition, in connection with any relevant applicable taxable or tax withholding event, as applicable, the Participant must pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their withholding the obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:; (a) withholding from Participant’s wages or other cash compensation paid to Participant by the Company or the Employer, (b) withholding from proceeds of the sale of Shares acquired upon vesting of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization without further consent) and/or (c) requiring Participant to tender a cash payment to the Company or an Affiliate in the amount of the Tax-Related Items; provided, however, that if Participant is a Section 16 officer of the Company under the Act, the withholding methods described in this Section 5 (a), (b) and (c) will only be used if the Committee (as constituted to satisfy Rule 16b-3 of the Act) determines, in advance of the applicable withholding event, that one such withholding method will be used in lieu of withholding Shares. Depending on the withholding method, the Company may withhold for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent amount in Shares. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company orCompany, if different, the Participant’s any subsidiary or affiliate or your employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income taxtax (including federal, state, local and non-U.S. taxes), social insurancesecurity, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsRSUs, including, but not limited to including the grant of the Restricted Stock UnitsRSUs, the vesting or settlement of RSUs, the conversion of the Restricted RSUs into shares of Common Stock Units, or the issuance receipt of Shares in settlement of the Restricted Stock Unitsan equivalent cash payment, the subsequent sale of Shares any shares of Common Stock acquired at vesting and the receipt of any dividends and/or any dividend equivalentsDividend Equivalents; and and, (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units RSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax Tax-Related Items in more than one jurisdictionjurisdiction between the Award Date and the date of any relevant taxable event, the Participant acknowledges you acknowledge 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 any the relevant taxable or tax withholding event, as applicable, the Participant must pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. In this regard, by your acceptance of the Participant hereby authorizes RSUs, you authorize the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their withholding the obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary, or affiliate of the Participant’s Company, including your employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income taxtax (including U.S. and non-U.S. federal, state, and local taxes), social insurancesecurity, payroll tax, fringe benefit benefits tax, payment on account account, or other tax-related items related to the Participant’s your participation in the Plan and legally applicable or deemed by the Company or the Employer, in its discretion, to be an appropriate charge to you, even if legally applicable to the Participant Company or the Employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer, if any. The Participant You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate, and/or the Employer Employer: (ia) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsRSUs or underlying shares of Common Stock, including, but not limited to including the grant of the Restricted Stock UnitsRSUs, the vesting or of RSUs, the settlement of the Restricted RSUs in shares of Common Stock Unitsor an equivalent cash payment, the issuance lapse of Shares in settlement of the Restricted Stock Unitsany Post-Vest Holding Period, the subsequent sale of Shares any shares of Common Stock acquired at vesting settlement, and the receipt of any dividends and/or any dividend equivalents; and (iib) do does not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units RSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges you acknowledge 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 any In connection with the relevant taxable or tax withholding event, as applicable, the Participant must pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related ItemsItems that require withholding by the Company or the Employer. In this regard, by your acceptance of the Participant hereby authorizes RSUs, you authorize the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any applicable withholding obligations or rights with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company orCompany, if different, the Participant’s any subsidiary or affiliate or your employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income taxtax (including federal, state, local and non-U.S. taxes), social insurancesecurity, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsRSUs, including, but not limited to including the grant of the Restricted Stock UnitsRSUs, the vesting or settlement of RSUs, the conversion of the Restricted RSUs into shares of Common Stock Unitsor the receipt of an equivalent cash payment, the issuance of Shares in settlement of the Restricted Stock Units, and the subsequent sale of Shares any shares of Common Stock acquired at vesting settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and and, (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units RSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax Tax-Related Items in more than one jurisdictionjurisdiction between the Award Date and the date of any relevant taxable event, the Participant acknowledges you acknowledge 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 any the relevant taxable or tax withholding event, as applicable, the Participant must pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. In this regard, by your acceptance of the Participant hereby authorizes RSUs, you authorize the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their withholding obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless Grantee acknowledges that, regardless of any action the Company taken by TeleTech or, if differentthe Employer, the Participant’s employer (the “Employer”) takes with respect to any or ultimate liability for all income tax, social insurance, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the ParticipantGrantee’s participation in the Plan and legally applicable to Grantee or deemed by TeleTech or the Participant Employer in its discretion to be an appropriate charge to Grantee even if legally applicable to TeleTech or the Employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the ParticipantGrantee’s responsibility and may exceed the amount, if any, amount actually withheld by the Company TeleTech or the Employer. The Participant Grantee further acknowledges that the Company TeleTech and/or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsRSUs, including, but not limited to the grant of the Restricted Stock Unitsto, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock UnitsRSUs, the subsequent sale of Shares shares of Common Stock acquired at vesting pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units RSUs to reduce or eliminate the ParticipantGrantee’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant Grantee is subject to tax Tax-Related Items in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, the Participant as applicable, Grantee acknowledges that the Company TeleTech 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 any relevant taxable or tax withholding event, as applicable, the Participant must pay or Grantee agrees to make adequate arrangements satisfactory to the Company TeleTech and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby Grantee authorizes the Company TeleTech and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any withholding obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s 's employer (the “"Employer”) takes with respect to any or "), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s 's participation in the Plan and legally applicable to Participant or deemed by the Company or the Employer in its discretion to be an appropriate charge to Participant even if legally applicable to the Company or the Employer (“"Tax-Related Items”"), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s 's responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or and the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to the grant of the Restricted Stock Unitsto, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of any Shares acquired at vesting settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s 's liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is subject to tax Tax-Related Items in more than one jurisdiction, the 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 any relevant taxable or tax withholding event, as applicable, the Participant must pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, or their the respective agentsagents of the Company and/or the Employer, in their sole discretion and without any notice to or additional authorization by at the ParticipantCompany's discretion, to satisfy their withholding obligations with regard respect to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless The Participant acknowledges that, regardless of any action the Company or, if different, and/or the Participant’s employer (the “Employer”) takes take with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsAward, including, but not limited to including the grant of the Restricted Stock UnitsRSUs, the vesting or settlement of the Restricted Stock UnitsRSUs, the issuance delivery of Shares in settlement of the Restricted Stock UnitsShares, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends and/or any dividend equivalentsDividend Equivalent Rights; and (ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is or becomes subject to tax in more than one jurisdiction, the 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 any the relevant taxable or tax withholding event, as applicable, the Participant must shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice pursuant to or additional authorization by the Participantsuch procedures as they may specify from time to time, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless The Employee acknowledges that, regardless of any action taken by the Company or, if different, the ParticipantEmployee’s employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the ParticipantEmployee’s participation in the Plan and legally applicable to the Participant Employee (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the ParticipantEmployee’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant Employee further acknowledges that the Company and/or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsPerformance Shares, including, but not limited to the grant of the Restricted Stock Unitsto, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock UnitsPerformance Shares, the subsequent sale of Shares acquired at vesting pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (iib) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Restricted Stock Units Performance Shares to reduce or eliminate the ParticipantEmployee’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant Employee is subject to tax Tax-Related Items in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant 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 any relevant taxable or tax withholding event, as applicable, the Participant must pay or Employee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. No Shares will be issued to the Employee (or his or her estate) for Performance Shares unless and until satisfactory arrangements (as determined by the Administrator) have been made by the Employee with respect to the payment of any Tax-Related Items. In this regard, the Participant hereby Employee authorizes the Company and/or the Employer, or their respective agents, in their sole discretion and without any notice to or additional authorization by the Participant, its agents to satisfy their withholding the obligations with regard to all Tax-Related Items by withholding in Shares to be issued upon settlement of the Performance Shares. If the obligation for Tax-Related Items is satisfied by withholding a number of whole Shares as described herein, for tax purposes, the Employee is deemed to have been issued the full number of Shares subject to the vested Performance Shares, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. No fractional Shares will be withheld or issued pursuant to the grant of Performance Shares and the issuance of Shares thereunder; any additional withholding necessary for this reason will be done by the Company or the Subsidiary through the Employee’s paycheck or other cash compensation paid to the Employee by the Company and/or the Subsidiary. The Company or the Subsidiary, in its discretion, may, and with respect to its executive officers (as determined by the Company) will withhold an amount equal to two (2) times the Fair Market Value of a Share from the last paycheck or other cash compensation due to the Employee prior to the vesting of the Performance Shares. In addition, the Employee authorizes the Company and/or the Subsidiary, in their sole discretion, in lieu of or in addition to the foregoing and in each case to the extent permissible under local law, to (i) sell or to arrange for the sale of Shares received as a result of vesting/settlement of the Performance Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant to this authorization without further consent), with the proceeds going toward satisfaction of the Tax-Related Items, if any(ii) require the Employee to pay the Tax Related Items in cash or with a cashier’s check or certified check, and/or (iii) withhold all applicable Tax-Related Items legally payable by the Employee from the Employee’s wages or other cash compensation payable to the Employee by the Company and/or the Employer. Regardless of the withholding method, and in all instances where required, the Company will not withhold more than required by the applicable minimum statutory withholding rates. Finally, the Employee shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company may be required to withhold as a result of the Employee’s participation in the Plan that cannot be satisfied by one or a combination more of the following:means previously described in this paragraph 8. The Company shall not be required to deliver any of the Shares if the Employee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this paragraph 8.

Responsibility for Taxes. Regardless of any action the Company or, if different, the Participant’s your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to the Participant you (“Tax-Related Items”), the Participant acknowledges you acknowledge that the ultimate liability for all Tax-Related Items is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsRSUs, including, but not limited to the grant of the Restricted Stock Unitsto, the grant, vesting or settlement of the Restricted Stock UnitsRSUs, the issuance of Shares in upon settlement of the Restricted Stock UnitsRSUs, the subsequent sale of Shares acquired at vesting pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; and (ii2) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Restricted Stock Units RSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax in more than one jurisdiction, the Participant acknowledges you acknowledge 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 any relevant taxable or tax withholding event, as applicable, the Participant must you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes you authorize the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their withholding obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless of any action the Company or, if different, the Participant’s your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to the Participant you (“Tax-Related Items”), the Participant acknowledges you acknowledge that the ultimate liability for all Tax-Related Items is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsPRSUs, including, but not limited to the grant of the Restricted Stock Unitsto, the grant, vesting or settlement of the Restricted Stock UnitsPRSUs, the issuance of Shares in upon settlement of the Restricted Stock UnitsPRSUs, the subsequent sale of Shares acquired at vesting pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; and (ii2) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Restricted Stock Units PRSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax in more than one jurisdiction, the Participant acknowledges you acknowledge 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 any relevant taxable or tax withholding event, as applicable, the Participant must you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related ItemsItems (including hypothetical withholding tax amounts if you are covered under a Company tax equalization policy). In this regard, the Participant hereby authorizes you authorize the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their withholding obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless of any action the Company or, if different, the Participant’s your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to the Participant you (“Tax-Related Items”), the Participant acknowledges you acknowledge that the ultimate liability for all Tax-Related Items is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsPRSUs, including, but not limited to the grant of the Restricted Stock Unitsto, the grant, vesting or settlement of the Restricted Stock UnitsPRSUs, the issuance of Shares in upon settlement of the Restricted Stock UnitsPRSUs, the subsequent sale of Shares acquired at vesting pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; and (ii2) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Restricted Stock Units PRSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax in more than one jurisdiction, the Participant acknowledges you acknowledge 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 any relevant taxable or tax withholding event, as applicable, the Participant must you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes you authorize the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their withholding obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless By accepting this grant, you also acknowledge that, regardless of any action the Company or, if different, the Participant’s or your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by you is and remains the Participant’s your responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer your employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Unitsoption grant, includingincluding the grant, but not limited to the grant vesting or exercise of the Restricted Stock Units, the vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Unitsoption, the subsequent sale of Shares shares acquired at vesting pursuant to such exercise and the receipt of any dividends and/or any dividend equivalentsdividends; and (ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units option to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax resultItems. FurthermorePrior to exercise of the option, if the Participant is subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) you may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant must pay or make adequate arrangements satisfactory to the Company and/or the Employer your employer to satisfy all Tax-Related Itemswithholding and payment on account obligations of the Company and/or your employer. In this regard, the Participant you are hereby authorizes authorizing the Company and/or your employer to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by the EmployerCompany and/or your employer or from proceeds of the exercise of the option. Alternatively, or their respective agentsin addition, in their sole discretion and without any notice if permissible under local law, the Company may (i) sell or arrange for the sale of shares that you acquire to or additional authorization by meet the Participant, to satisfy their withholding obligations with regard to all obligation for Tax-Related Items, and/or (ii) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, you must pay to the Company or your employer any amount of Tax-Related Items that the Company or your employer may be required to withhold as a result of your participation in the Plan or your purchase of shares that cannot be satisfied by the means described above. The Company may refuse to honor the exercise and refuse to deliver the shares if anyyou fail to comply with your obligations in connection with the Tax-Related Items, by one or a combination of the following:as described in this section.

Responsibility for Taxes. Regardless of any action the Company or, if different, the Grantor and/or Participant’s employer (the “Employer”) 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, fringe benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by Participant is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company Grantor and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsOption, includingincluding the grant, but not limited to the grant vesting and exercise of the Restricted Stock UnitsOption, the vesting or settlement delivery of the Restricted Stock Units, the issuance shares of Shares in settlement of the Restricted Stock UnitsCommon Stock, the subsequent sale of Shares any shares of Common Stock acquired at vesting exercise and the receipt of any dividends and/or any dividend equivalentsdividends; and (ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Furthermore, if the Participant is subject to tax in more than one jurisdiction, the 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 jurisdictionItems. Prior to any the relevant taxable or tax withholding event, as applicable, the Participant must shall pay or make adequate arrangements satisfactory to the Company Grantor and/or the Employer to satisfy all Tax-Related ItemsItems withholding obligations of the Grantor and/or the Employer. In this regard, the Participant hereby authorizes the Company Grantor and/or the Employer to withhold all applicable Tax-Related Items legally payable by Participant from any wages or other cash compensation paid to Participant by the Grantor and/or the Employer. Alternatively, or in addition, Participant authorizes the Grantor and/or the Employer, or their respective agents, in their sole at its discretion and without any notice pursuant to or additional authorization by the Participantsuch procedures as it may specify from time to time, to satisfy their withholding the obligations with regard to all Tax-Related Items, if any, Items legally payable by Participant by one or a combination of the following:: (i) withholding otherwise deliverable shares of Common Stock, provided that the Grantor only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount; and (ii) arranging for the sale of shares of Common Stock otherwise deliverable to Participant (on Participant’s behalf and at Participant’s direction pursuant to this authorization) and withholding from the proceeds of the sale of shares. If the obligation for Tax-Related Items is satisfied by withholding a number of shares of Common Stock as described herein, Participant is deemed to have been issued the full number of shares of Common Stock subject to the Option, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Option. Participant shall pay to the Grantor and/or the Employer any amount of Tax-Related Items that the Grantor and/or the Employer may be required to withhold as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Grantor may refuse to deliver to Participant any shares of Common Stock pursuant to Participant’s Option if Participant fails to comply with Participant’s obligations in connection with the Tax-Related Items as described in this section.

Responsibility for Taxes. Regardless Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s 's employer (the “"Employer”) takes with respect to any or "), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s 's participation in the Plan and legally applicable to Participant or deemed by the Company or the Employer in its discretion to be an appropriate charge to Participant even if legally applicable to the Company or the Employer (“"Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ") is and remains the Participant’s 's responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or and the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsOptions, including, but not limited to to, the grant grant, vesting or exercise of the Restricted Stock Units, the vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock UnitsOptions, the subsequent sale of any Shares acquired at vesting exercise and the receipt of any dividends and/or any dividend equivalentsdividends; and (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units Options to reduce or eliminate the Participant’s 's liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is subject to tax Tax-Related Items in more than one jurisdiction, the 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 any relevant taxable or tax withholding event, as applicable, the Participant must pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, or their the respective agentsagents of the Company and/or the Employer, in their sole discretion and without any notice to or additional authorization by at the ParticipantCompany's discretion, to satisfy their withholding obligations with regard respect to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Participant’s including your employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income taxtax (including U.S. and non-U.S. federal, state and local taxes), social insurancesecurity, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable or deemed applicable to the Participant you (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer, if any. The Participant You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsRSUs or underlying shares of Common Stock, including, but not limited to including the grant of the Restricted Stock UnitsRSUs, the vesting or settlement of RSUs, the conversion of the Restricted RSUs into shares of Common Stock Unitsor the receipt of an equivalent cash payment, the issuance lapse of Shares in settlement of the Restricted Stock Unitsany Post-Vest Holding Period, the subsequent sale of Shares any shares of Common Stock acquired at vesting settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and and, (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units RSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges you acknowledge 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 any the relevant taxable or tax withholding event, as applicable, the Participant must pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. In this regard, by your acceptance of the Participant hereby authorizes RSUs, you authorize the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any applicable withholding obligations or rights with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Participant’s including your employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income taxtax (including U.S. and non-U.S. federal, state, and local taxes), social insurancesecurity, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable or deemed by the Company or the Employer, in its discretion, to be an appropriate charge to you even if legally applicable to the Participant Company or the Employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer, if any. The Participant You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsMSUs or underlying shares of Common Stock, including, but not limited to including the grant of the Restricted Stock UnitsMSUs, the vesting or settlement of MSUs, the conversion of the Restricted MSUs into shares of Common Stock Units, or the issuance receipt of Shares in settlement of the Restricted Stock Unitsan equivalent cash payment, the subsequent sale of Shares any shares of Common Stock acquired at vesting settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and and, (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units MSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges you acknowledge 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 any In connection with the relevant taxable or tax withholding event, as applicable, the Participant must pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related ItemsItems that require withholding by the Company or the Employer. In this regard, by your acceptance of the Participant hereby authorizes MSUs, you authorize the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any applicable withholding obligations or rights with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless The following section replaces Section 8 of the Agreement in its entirety: The Grantee acknowledges that, regardless of any action taken by the Company or, if different, the ParticipantGrantee’s employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the ParticipantGrantee’s participation in the Plan and legally applicable to the Participant Grantee (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the ParticipantGrantee’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant Grantee further acknowledges that the Company and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsPSU, including, but not limited to the grant of the Restricted Stock Unitsto, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock UnitsPSUs, the subsequent sale of Shares shares of Common Stock acquired at vesting pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (ii2) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units PSUs to reduce or eliminate the ParticipantGrantee’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant Grantee is subject to tax Tax-Related Items in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant Grantee 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 any relevant taxable or tax withholding event, as applicable, the Participant must pay or Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby Grantee authorizes the Company and/or the Employer, or their respective agents, in their sole discretion and without any notice to or additional authorization by the Participant, Employer to satisfy their withholding the obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:following methods: (i) requiring payment by the Grantee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; or (ii) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Employer; or (iii) withholding from proceeds of the sale of shares of Common Stock acquired at vesting of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization) without further consent; or (ii) withholding shares of Common Stock issuable at vesting of the PSUs. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Common Stock subject to the vested PSUs, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee agrees to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. Regardless of any action the Company or, if different, the ParticipantAwardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the ParticipantAwardee’s participation in the Plan and legally applicable to the Participant Awardee (“Tax-Related Items”), the Participant Awardee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s his or her responsibility and that such liability may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant Awardee further acknowledges that the Company and/or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to the grant of the Restricted Stock Unitsto, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares in Stock upon settlement of the Restricted Stock Units, the subsequent sale of Shares acquired at vesting Stock and the receipt of any dividends and/or any dividend equivalentsDividend Equivalent Rights; and (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units to reduce or eliminate the ParticipantAwardee’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is Awardee becomes subject to tax in more than one jurisdiction, the Participant Awardee 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 Awardee’s Tax-Related Items subject to any relevant taxable or tax a withholding event, as applicable, the Participant must pay or make adequate arrangements satisfactory to obligation by the Company and/or the Employer (or any other Affiliates) shall be satisfied through a net issuance of shares. The Company shall withhold from shares of Stock to be issued to Awardee upon vesting/settlement of the Restricted Stock Units a number of shares of Stock with an aggregate Fair Market Value that would satisfy all the withholding obligations for Tax-Related ItemsItems due. In this regardAlternatively, or in addition, the Participant hereby authorizes Company or the Company and/or the Employer, or their respective agents, Employer may decide in their sole and absolute discretion and without any notice to or additional authorization by the Participant, to satisfy their withholding obligations with regard to all Tax-Related Itemsobligations, if any, for Tax-Related Items by one or a combination of the following:: (i) withholding from proceeds of the sale of shares of Stock acquired upon vesting/settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Awardee’s behalf pursuant to this authorization without further consent); or (ii) in any other way set forth in Section 15 of the Plan; provided, however, that if Awardee is a Section 16 officer of the Company under the Exchange Act, then the Company will satisfy any withholding obligation only through a net share issuance of shares, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case the obligation for Tax-Related Items may be satisfied by method (i) or (ii) above, or a combination thereof. The Company may withhold or account for Tax-Related Items by considering statutory withholding rates or other applicable withholding rates, including maximum rates applicable in Awardee’s jurisdiction, in which case Awardee may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Stock, for tax purposes, Awardee is deemed to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of shares is held back solely for purposes of paying the Tax-Related Items due as a result of any aspect of Awardee’s participation in the Plan. Finally, Awardee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Awardee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Stock or the proceeds of the sale of Stock, if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. Regardless The Employee acknowledges that, regardless of any action taken by the Company or, if different, the ParticipantEmployee’s employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the ParticipantEmployee’s participation in the Plan and legally applicable to the Participant Employee (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the ParticipantEmployee’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant Employee further acknowledges that the Company and/or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsPerformance Shares, including, but not limited to the grant of the Restricted Stock Unitsto, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock UnitsPerformance Shares, the subsequent sale of Shares acquired at vesting pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (iib) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Restricted Stock Units Performance Shares to reduce or eliminate the ParticipantEmployee’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant Employee is subject to tax Tax-Related Items in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant 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 any relevant taxable or tax withholding event, as applicable, the Participant must pay or Employee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. No Shares will be issued to the Employee (or his or her estate) for Performance Shares unless and until satisfactory arrangements (as determined by the Administrator) have been made by the Employee with respect to the payment of any Tax-Related Items. In this regard, the Participant hereby Employee authorizes the Company and/or the Employer, or their respective agents, in their sole discretion and without any notice to or additional authorization by the Participant, its agents to satisfy their withholding the obligations with regard to all Tax-Related Items by withholding in Shares to be issued upon settlement of the Performance Shares. In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by the Employee’s acceptance of the Award, the Employee authorizes and directs the Company and any brokerage firm determined acceptable to the Company to sell on the Employee’s behalf a whole number of Shares from those Shares issued to the Employee as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items. If the obligation for Tax-Related Items is satisfied by withholding a number of whole Shares as described herein, for tax purposes, the Employee is deemed to have been issued the full number of Shares subject to the vested Performance Shares, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. No fractional Shares will be withheld or issued pursuant to the grant of Performance Shares and the issuance of Shares thereunder; any additional withholding necessary for this reason will be done by the Company or the Subsidiary through the Employee’s paycheck or other cash compensation paid to the Employee by the Company and/or the Subsidiary. The Company or the Subsidiary, in its discretion, may, and with respect to its executive officers (as determined by the Company) will withhold an amount equal to two (2) times the Fair Market Value of a Share from the last paycheck or other cash compensation due to the Employee prior to the vesting of the Performance Shares. In the event that the cash amounts withheld by the Company or the Subsidiary exceed the Tax-Related Items that are due after the automatic withholding of whole Shares, the Company or the Subsidiary will reimburse the Employee for the excess amounts and the Employee will have no entitlement to the Common Stock equivalent. In addition, the Employee authorizes the Company and/or the Subsidiary, in their sole discretion, in lieu of or in addition to the foregoing and in each case to the extent permissible under local law, to (i) sell or to arrange for the sale of Shares received as a result of vesting/settlement of the Performance Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant to this authorization without further consent), with the proceeds going toward satisfaction of the Tax-Related Items, if any(ii) require the Employee to pay the Tax Related Items in cash or with a cashier’s check or certified check, and/or (iii) withhold all applicable Tax-Related Items legally payable by the Employee from the Employee’s wages or other cash compensation payable to the Employee by the Company and/or the Employer. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. Finally, the Employee shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company may be required to withhold as a result of the Employee’s participation in the Plan that cannot be satisfied by one or a combination more of the following:means previously described in this paragraph 8. The Company shall not be required to deliver any of the Shares if the Employee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this paragraph 8.

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Participant’s including your employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income taxtax (including U.S. and non-U.S. federal, state and local taxes), social insurancesecurity, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable or deemed applicable to the Participant you (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer, if any. The Participant You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsRSUs or underlying shares of Common Stock, including, but not limited to including the grant of the Restricted Stock UnitsRSUs, the vesting or settlement of RSUs, the conversion of the Restricted RSUs into shares of Common Stock Units, or the issuance receipt of Shares in settlement of the Restricted Stock Unitsan equivalent cash payment, the subsequent sale of Shares any shares of Common Stock acquired at vesting settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and and, (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units RSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges you acknowledge 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 any the relevant taxable or tax withholding event, as applicable, the Participant must pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. In this regard, by your acceptance of the Participant hereby authorizes RSUs, you authorize the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any applicable withholding obligations or rights with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless of any action the Company orCompany, if different, the Participant’s any subsidiary or affiliate or your employer (the “Employer”) takes with respect to any or all income taxtax (including federal, state and local taxes), social insurancesecurity, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if technically due by the Company or the Employer (“Tax-Tax Related Items”), the Participant acknowledges you acknowledge that the ultimate liability for all Tax-Tax Related Items is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the Restricted Stock UnitsRSUs, including, but not limited to including the grant of the Restricted Stock UnitsRSUs, the vesting or settlement of RSUs, the conversion of the Restricted RSUs into shares of Common Stock Units, or the issuance receipt of Shares in settlement of the Restricted Stock Unitsan equivalent cash payment, the subsequent sale of Shares any shares of Common Stock acquired at vesting and the receipt of any dividends and/or any dividend equivalentsDividend Equivalents; and and, (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units RSUs to reduce or eliminate the Participant’s your liability for Tax-Tax Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you have become subject to tax in more than one jurisdictionjurisdiction between the Award Date and the date of any relevant taxable event, the Participant acknowledges you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Tax Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicableyou shall pay, the Participant must pay or make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Tax Related Items. In this regard, the Participant hereby authorizes you authorize the Company and/or or the Employer, or their respective agents, in their sole discretion and without any notice Employer to or additional authorization by the Participant, to satisfy their withholding obligations with regard to withhold all Tax-applicable Tax Related Items, if any, Items legally by one or a combination of the following:

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company or, if different, your employer, the Participant’s employer (the “Employer”) takes with respect to any or ultimate liability for all income tax, Primary or Secondary Class 1 National Insurance Contributions or other social insuranceinsurance contributions, payroll tax, fringe benefit benefits tax, payment on account or other tax-related tax‑related items related to the Participant’s your participation in the Plan and legally applicable to you or deemed by the Participant Company or your employer in their discretion to be an appropriate charge to you even if legally applicable to the Company or your employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employeryour employer. The Participant You further acknowledges acknowledge that the Company and/or the Employer your employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsOptions, including, but not limited to to, the grant grant, vesting or exercise of the Restricted Stock Units, the vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock UnitsOptions, the subsequent sale of Shares shares of Stock acquired at vesting pursuant to such exercise and the receipt of any dividends and/or any dividend equivalentsdividends; and (ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units Options to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax Tax-Related Items in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, the Participant acknowledges as applicable, you acknowledge that the Company and/or the Employer your employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, the Participant must pay or you agree to make adequate arrangements satisfactory to the Company and/or the Employer your employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes you authorize the Company and/or your employer to withhold all applicable Tax-Related Items from your wages or other cash compensation paid to you by the EmployerCompany and/or your employer. Alternatively, or their respective agentsin addition, the Company or your employer may (i) withhold from proceeds of the sale of shares of Stock acquired upon exercise of the Options either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent), and/or (ii) withhold in shares of Stock to be issued upon exercise of the Options, provided, however, that withholding in shares of Stock shall be subject to approval by the Committee to the extent deemed necessary or advisable by counsel to the Company at the time of any relevant tax withholding event. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in their sole discretion which case you will receive a refund of any over-withheld amount in cash and without any notice will have no entitlement to or additional authorization the Stock equivalent. If the Tax-Related Items obligation is satisfied by reducing the Participantnumber of shares of Stock issued upon exercise of the Options, you are deemed to satisfy their withholding obligations with regard have been issued the full number of shares of Stock subject to all the Options, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, if any, you agree to pay to the Company or your employer any amount of Tax-Related Items that the Company or your employer may be required to withhold or account for as a result of your participation in the Plan or your purchase of shares of Stock that cannot be satisfied by one the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares of Stock or a combination the proceeds of the following:sale of shares of Stock to you if you fail to comply with your obligations in connection with the Tax-Related Items.

Responsibility for Taxes. Regardless Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to Participant or deemed by the Company or the Employer in its discretion to be an appropriate charge to Participant even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or and the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Restricted Stock Units, including, but not limited to the grant of the Restricted Stock Unitsto, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Performance Restricted Stock Units, the subsequent sale of any Shares acquired at vesting settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Performance Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is subject to tax Tax-Related Items in more than one jurisdiction, the 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 In connection with any relevant taxable or tax withholding event, as applicable, the Participant must pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In Full payment of the Tax-Related Items shall be made by any of the following, or a combination thereof, subject to the Company’s right to eliminate, prior to vesting, any of the following as permissible payment methods: (i) in cash or cash equivalents (including certified check, bank check or wire transfer of immediately available funds); (ii) by tendering previously acquired Shares (either actually or by attestation) valued at their then-Fair Market Value; (iii) by withholding Shares otherwise issuable in connection with the vesting of the Performance Restricted Stock Units; (iv) through same-day voluntary or involuntary (on Participant’s behalf pursuant to this regard, authorization) sales through a broker if permitted by the Company’s Securities Trading Policy; (v) withholding from Participant’s wages or other cash compensation paid to Participant hereby authorizes by the Company and/or the Employer; or (vi) any combination of any of the foregoing. In the absence of Participant’s timely election or in the event Section 16(b) applies to Participant, the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable. In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, the Participant authorizes and directs the Company and/or Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any applicable withholding obligations obligation with regard to all Tax-Related Items, if any, Items by one or a combination of the following:methods above. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable withholding rates in Participant's jurisdiction(s) (up to the rate that will not cause an adverse accounting consequence or cost, including pursuant to ASC Topic 718, as applicable). If the Company and/or the Employer withhold more than the amount necessary to satisfy the liability for Tax-Related Items, Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent Shares or, if not refunded, Participant may be able to seek a refund from the applicable tax authorities. If the Company and/or the Employer withhold less than the amount necessary to satisfy the liability for Tax-Related Items, Participant may be required to pay additional Tax-Related Items directly to the applicable tax authorities or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Performance Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Participant fails to comply with Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. Regardless Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to Participant or deemed by the Company or the Employer in its discretion to be an appropriate charge to Participant even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or and the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Performance Stock UnitsOptions, including, but not limited to to, the grant grant, vesting or exercise of the Restricted Performance Stock Units, the vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock UnitsOptions, the subsequent sale of any Shares acquired at vesting exercise and the receipt of any dividends and/or any dividend equivalentsdividends; and (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Performance Stock Units Options to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is subject to tax Tax-Related Items in more than one jurisdiction, the 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 any relevant taxable or tax withholding event, as applicable, the Participant must pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. Full payment of the Tax-Related Items shall be made by any of the following, or a combination thereof, subject to the Company’s right to eliminate, prior to exercise, any of the following as permissible payment methods: (i) in cash or cash equivalents (including certified check, bank check or wire transfer of immediately available funds); (ii) by tendering previously acquired Shares (either actually or by attestation) valued at their then-Fair Market Value; (iii) by withholding Shares otherwise issuable in connection with the exercise of the Performance Stock Option; (iv) through same-day voluntary or involuntary (on Participant’s behalf pursuant to this authorization) sales through a broker if permitted by the Company’s Securities Trading Policy; (v) withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer; or (vi) any combination of any of the foregoing. In this regardthe absence of Participant’s timely election or in the event Section 16(b) applies to Participant, the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable. In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, the Participant hereby authorizes and directs the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any applicable withholding obligations obligation with regard to all Tax-Related Items, if any, Items by one or a combination of the following:methods above. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable withholding rates (up to the rate that will not cause an adverse accounting consequence or cost, including pursuant to ASC Topic 718, as applicable) in which case Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Performance Stock Options, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Participant fails to comply with Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company orCompany, if different, the Participant’s any subsidiary or affiliate or your employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income taxtax (including federal, state, local and non-U.S. taxes), social insurancesecurity, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsRSUs, including, but not limited to including the grant of the Restricted Stock UnitsRSUs, the vesting or settlement of RSUs, the conversion of the Restricted RSUs into shares of Common Stock Units, or the issuance receipt of Shares in settlement of the Restricted Stock Unitsan equivalent cash payment, the subsequent sale of Shares any shares of Common Stock acquired at vesting and the receipt of any dividends and/or any dividend equivalentsDividend Equivalents; and and, (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units RSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax Tax-Related Items in more than one jurisdictionjurisdiction between the Award Date and the date of any relevant taxable event, the Participant acknowledges you acknowledge 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 any the relevant taxable or tax withholding event, as applicable, the Participant must pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. In this regard, by your acceptance of the Participant hereby authorizes RSUs, you authorize the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their withholding the obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless The following section replaces Section 9 of the Agreement in its entirety: The Grantee acknowledges that, regardless of any action taken by the Company or, if different, the ParticipantGrantee’s employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the ParticipantGrantee’s participation in the Plan and legally applicable to the Participant Grantee (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the ParticipantGrantee’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant Grantee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsSARs, including, but not limited to to, the grant grant, vesting or exercise of the Restricted Stock Units, the vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock UnitsSARs, the subsequent sale of Shares shares of Common Stock acquired at vesting pursuant to such exercise and the receipt of any dividends and/or any dividend equivalentsdividends; and (ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units SARs to reduce or eliminate the ParticipantGrantee’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant Grantee is subject to tax Tax-Related Items in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant Grantee 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 any the relevant taxable or tax withholding event, as applicable, the Participant must pay or Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby Grantee authorizes the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their withholding the obligations with regard to all Tax-Related Items, if any, Items by any one or a combination of the following:following methods: (i) requiring payment by the Grantee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; or (ii) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Employer; or (iii) withholding from proceeds of the sale of shares of Common Stock acquired at exercise of the SARs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization) without further consent; or (ii) withholding shares of Common Stock issuable at exercise of the SARs. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case the Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Common Stock subject to the exercised SARs, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if the Grantee fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Participant’s including your employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income taxtax (including federal, state, local and non-U.S. taxes), social insurancesecurity, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsRSUs, including, but not limited to including the grant of the Restricted Stock UnitsRSUs, the vesting or settlement of RSUs, the conversion of the Restricted RSUs into shares of Common Stock Units, or the issuance receipt of Shares in settlement of the Restricted Stock Unitsan equivalent cash payment, the subsequent sale of Shares any shares of Common Stock acquired at vesting settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and and, (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units RSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges you acknowledge 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 any the relevant taxable or tax withholding event, as applicable, the Participant must pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. In this regard, by your acceptance of the Participant hereby authorizes RSUs, you authorize the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless of any action the Company or, if different, the Participant’s your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to the Participant you (“Tax-Related Items”), the Participant acknowledges you acknowledge that the ultimate liability for all Tax-Related Items is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company and/or the Employer Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsPRSUs, including, but not limited to the grant of the Restricted Stock Unitsto, the grant, vesting or settlement of the Restricted Stock UnitsPRSUs, the issuance of Shares in upon settlement of the Restricted Stock UnitsPRSUs, the subsequent sale of Shares acquired at vesting pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; and (iib) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Restricted Stock Units PRSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax in more than one jurisdiction, the Participant acknowledges you acknowledge 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 any relevant taxable or tax withholding event, as applicable, the Participant must you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related ItemsItems (including hypothetical withholding tax amounts if you are covered under a Company tax equalization policy). In this regard, you authorize the Participant hereby authorizes the Company and/or Company, the Employer, or and their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company or, if different, the Participant’s employer (Parent, Subsidiary or Affiliate retaining you, the “Employer”) takes with respect to any or ultimate liability for all income tax, social insurance, payroll tax, fringe benefit benefits tax, payment on account or other tax-tax related items related to the Participant’s your participation in the Plan and legally applicable to the Participant you (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the EmployerParent, Subsidiary or Affiliate. The Participant You further acknowledges acknowledge that the Company and/or the Employer Parent, Subsidiary or Affiliate (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsOption, including, but not limited to to, the grant grant, vesting or exercise of the Restricted Stock Units, the vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock UnitsOption, the subsequent sale of Shares acquired at vesting pursuant to such exercise and the receipt of any dividends and/or any dividend equivalentsdividends; and (ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units Option to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax Tax-Related Items in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, the Participant acknowledges as applicable, you acknowledge that the Company and/or the Employer (Parent, Subsidiary or former employer, as applicable) Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, the Participant must pay or you agree to make adequate arrangements satisfactory to the Company and/or the Employer Parent, Subsidiary or Affiliate to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes you authorize the Company and/or the EmployerParent, Subsidiary or Affiliate, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their withholding the obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:: (1) withholding from your wages or other cash compensation paid to you by the Company and/or the Parent, Subsidiary or Affiliate; or (2) withholding from proceeds of the sale of Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization) without further consent. Depending upon the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable or other withholding rates, including maximum applicable rates, in which case you will receive a refund of any other withheld amount in cash and will have no entitlement to the common stock equivalent. Finally, you agree to pay to the Company or the Parent, Subsidiary or Affiliate any amount of Tax-Related Items that it may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if you fail to comply with your obligations in connection with the Tax-Related Items. Data Privacy You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement and any other Option grant materials by and among, as applicable, the Company, the Parent, Subsidiary or Affiliate retaining your Services or any other Subsidiaries and Affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan. You understand that the Company and the Parent, Subsidiary or Affiliate retaining your Services may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Options or any

Responsibility for Taxes. Regardless of any action the Company or, if different, the Participant’s employer (the “Employer”) P&G or my Employer takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant withholding (“Tax-Related Items”), the Participant acknowledges I acknowledge that the ultimate liability for all Tax-Related Items is and remains the Participant’s my responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company P&G and/or the my Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including the Restricted Stock Unitsissuance, including, but not limited to the grant of the Restricted Stock Units, the vesting or settlement of the Restricted Stock Unitsexercise, the issuance of Shares in settlement of the Restricted Stock Unitssettlement, the subsequent sale of Shares acquired at vesting and the receipt of any dividends and/or or dividend equivalents or the potential impact of current or future tax legislation in any dividend equivalentsjurisdiction; and (ii2) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Restricted Stock Units Award to reduce or eliminate the Participant’s my liability for Tax-Related Items or achieve any particular tax result. Furthermore, if the Participant is subject to tax in more than one jurisdiction, the 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 jurisdictionItems. Prior to any relevant taxable exercise or tax withholding eventsettlement of an Award, as applicable, the Participant must I shall pay or make adequate arrangements satisfactory to the Company P&G and/or the my Employer to satisfy all Tax-Related Itemswithholding and payment on account obligations of P&G and/or my employer. In this regard, I authorize P&G and/or my Employer to withhold all applicable Tax-Related Items from my wages or other cash compensation paid to me by P&G and/or my Employer or from proceeds of the Participant hereby authorizes the Company and/or the Employeraward. Alternatively, or their respective agentsin addition, in their sole discretion and without any notice if permissible under local law, P&G may (1) sell or arrange for the sale of a portion of the award to or additional authorization by meet the Participant, to satisfy their withholding obligations with regard to all obligation for Tax-Related Items, if any, by one or and/or (2) withhold a combination portion of the following:award, provided that P&G only withholds the amount necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that P&G or my Employer may be required to withhold as a result of my participation in the Plan that cannot be satisfied by the means previously described. P&G may refuse to honor the exercise and refuse to deliver the award if I fail to comply with my obligations in connection with the Tax-Related Items as described in this section. FORM STAR-F FORM STAR-F AWARD AGREEMENT [GRANT DATE] [GLOBALID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] Subject: UK Tax Advantaged (NON-STATUTORY) STOCK OPTION SERIES STAR 15-F In recognition of your contributions to the future success of the business, The Procter & Gambxx Xxxpany (“Company”) hereby grants to you an option to purchase shares of Procter & Gambxx Xxxmon Stock as follows: Option Price per Share: $[STOCK PRICE] Number of Shares: [SHARES] Grant Date: [GRANT DATE] Expiration Date: [GRANT DATE + 10 YEARS] Vest Date: 100% on [GRANT DATE + 3 YEARS] This Award is granted in accordance with and subject to the terms of The Procter & Gambxx 0004 Stock and Incentive Compensation Plan (including any applicable sub-plan), the Schedule 4 CSOP Sub-Plan for the United Kingdom (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the Exercise Instructions in place as may be revised from time to time, except that the Committee has waived the provisions of Article 6.1(a) and 6.1(c) of the Plan. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Gambxx 0004 Stock and Incentive Compensation Plan and the Schedule 4 CSOP Sub-Plan for the United Kingdom and the Regulations by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to Execxxxx.XX@xx.xxx xxx assistance.

Responsibility for Taxes. Regardless Employee acknowledges that, regardless of any action taken by the Company orCompany, or if different, the ParticipantEmployee’s employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the ParticipantEmployee’s participation in the Plan and legally applicable to the Participant Employee (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the ParticipantEmployee’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or and/or the Employer. The Participant Employee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Performance Stock Units, including, including but not limited to the grant of the Restricted Stock Unitsto, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Performance Stock Units, the subsequent sale of Shares Stock acquired at vesting pursuant to such settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and (ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Performance Stock Units to reduce or eliminate the ParticipantEmployee’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant Employee is subject to tax Tax-Related Items in more than one jurisdiction, the Participant 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 any relevant taxable or tax withholding event, as applicable, the Participant must Employee agrees to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby Employee authorizes the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:: INTERNATIONAL EMPLOYEE – 3-Year Vesting i.withholding from Employee’s wages or other cash compensation paid to Employee by the Company and/or the Employer; or

Responsibility for Taxes. (a) Regardless of any action the Company or, if different, the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to the Participant you (“Tax-Related Items”), the Participant acknowledges you acknowledge that the ultimate liability for all Tax-Related Items is and remains the Participant’s your responsibility and may exceed the amount, if any, actually withheld by the Company or the EmployerCompany. The Participant You further acknowledges acknowledge that the Company and/or the Employer (i) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsAward, including, but not limited to the grant of the Restricted Stock Unitsto, the grant, vesting or settlement of the Restricted Stock Share Units, the issuance of Shares in settlement of the Restricted Stock UnitsShares, the subsequent sale of Shares acquired at vesting pursuant to such issuance and the receipt of any dividends and/or any dividend equivalentsdividends; and (ii) do does not commit to and are is under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units Award to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax Tax-Related Items in more than one jurisdictionjurisdiction (or have become subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, the Participant acknowledges as applicable), you acknowledge 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 any relevant taxable or tax withholding event, as applicable, the Participant must pay or make adequate arrangements satisfactory (b) Your acceptance of this Agreement constitutes your instruction and authorization to the Company and/or to withhold Shares otherwise deliverable upon vesting of the Employer Award having a Fair Market Value on the date of vesting equal to the amount sufficient to satisfy all the Tax-Related Items. In this regard, Shares will be delivered as soon as administratively practicable following the Participant hereby authorizes vesting date and the Company and/or the Employer, or their respective agents, in their sole discretion and without any notice to or additional authorization by the Participant, to satisfy their calculation of applicable withholding obligations with regard to all Tax-Related Items, if any, by one or a combination of the following:taxes.

Responsibility for Taxes. Regardless of any action the Company or, if different, the Participant’s or Grantee's employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s Grantee's participation in the Plan and legally applicable to Grantee or deemed by the Participant Company or the Employer to be an appropriate charge to Grantee even if technically due by the Company or the Employer (“Tax-Related Items”), the Participant Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s Grantee's responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant Grantee further acknowledges that the Company and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to to, the grant grant, vesting or conversion of the Restricted Stock Units, the vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement shares of Stock upon conversion of the Restricted Stock Units, the subsequent Restricted Stock Unit Grant Agreement ___________________________ sale of Shares acquired at vesting shares of Stock issued or to be issued upon conversion of the Units and the receipt of any dividends and/or any dividend equivalentsdividends; and (ii2) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s Grantee's liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is Grantee has become subject to tax in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable event, the Participant Grantee 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 To the extent that the vesting of Units results in any relevant taxable or tax withholding event, as applicable, Grantee agrees that the Participant must pay obligation shall be satisfied in the following manner: The Company shall retain and instruct a registered broker(s) to sell such number of Shares issued upon vesting of Units necessary to satisfy the Company's tax or make adequate arrangements satisfactory withholding obligations, after deduction of the broker's commission, and the broker shall remit to the Company and/or the cash necessary in order for the Company to satisfy its tax or withholding obligations. Grantee covenants to execute any such documents as are requested by the broker of the Company in order to effectuate the sale of the Shares and payment of the tax obligations to the Company. The Grantee represents to the Company that, as of the date hereof, he or she is not aware of any material nonpublic information about the Company or the Shares. The Grantee and the Company have structured this Agreement to constitute a "binding contract" relating to the sale of Shares pursuant to this Section, consistent with the affirmative defense to liability under Section 10(b) of the Exchange Act under Rule 10b5-1(c) promulgated under the Exchange Act.** Grantee understands that the sale of Shares to satisfy the Company's withholding obligations will be considered a sale for purposes of short-swing liability under Section 16(b) of the Exchange Act. Any profit realized in a purchase of shares of the Company's stock within six months of the sale may be recovered by the Company or by a stockholder of the Company on behalf of the Company. 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 in shares of Stock, for tax purposes, Grantee is deemed to have been issued the full number of shares of Stock subject to the exercised Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Grantee's participation in the Plan. Grantee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to satisfy all withhold or account for as a result of Grantee's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares of Stock, if Grantee fails to comply with his or her obligations in connection with the Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, or their respective agents, in their sole discretion and without any notice to or additional authorization by the Participant, to satisfy their withholding obligations with regard to all Tax-Related Items, if any, by one or a combination of the following:.

Responsibility for Taxes. Regardless of any action the Company or, if different, the Participant’s your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to the Participant you (“Tax-Related Items”), the Participant acknowledges you acknowledge that the ultimate liability for all Tax-Related Items is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsRSUs, including, but not limited to the grant of the Restricted Stock Unitsto, the grant, vesting or settlement of the Restricted Stock UnitsRSUs, the issuance of Shares in upon settlement of the Restricted Stock UnitsRSUs, the subsequent sale of Shares acquired at vesting pursuant to such issuance Exhibit 10.89 and the receipt of any dividends and/or any dividend equivalents; and (ii2) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Restricted Stock Units RSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax in more than one jurisdiction, the Participant acknowledges you acknowledge 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 any relevant taxable or tax withholding event, as applicable, the Participant must you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related ItemsItems (including hypothetical withholding tax amounts if you are covered under a Company or Employer Tax equalization policy). In this regard, the Participant hereby authorizes you authorize the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their withholding obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action the Company or, if different, the Participant’s or your employer (the “Employer”) takes with respect to any or all income tax, social insurancePrimary or Secondary Class 1 National Insurance Contributions, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to the Participant you (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by you is and remains the Participant’s your responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer your employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsApproved Options, includingincluding the grant, but not limited to the grant vesting or exercise of the Restricted Stock Units, the vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock UnitsApproved Options, the subsequent sale of Shares shares of Stock acquired at vesting pursuant to such exercise and the receipt of any dividends and/or any dividend equivalentsdividends; and (ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units Approved Options to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you become subject to tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable event, the Participant acknowledges you acknowledge that the Company and/or the Employer your employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding eventand as a condition of the exercise of the Approved Options, as applicable, the Participant must you will pay or make adequate arrangements satisfactory to the Company and/or the Employer your employer to satisfy all withholding obligations of the Company and/or your employer. In this regard, you authorize the Company and/or your employer to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by the Company and/or your employer. If withholding for the Tax-Related Items is not satisfied by these means, the Company may sell or arrange for the sale of shares that you acquire to meet the withholding obligation for Tax-Related Items. In this regardFinally, the Participant hereby authorizes you will pay to the Company and/or the Employer, or their respective agents, in their sole discretion and without your employer any notice to or additional authorization by the Participant, to satisfy their withholding obligations with regard to all amount of Tax-Related Items, if any, Items that the Company or your employer may be required to withhold as a result of your participation in the Plan and the Subplan or your purchase of shares that cannot be satisfied by one or a combination of the following:means previously described.

Responsibility for Taxes. Regardless Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to Participant or deemed by the Company or the Employer in its discretion to be an appropriate charge to Participant even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or and the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Restricted Stock Units, including, but not limited to the grant of the Restricted Stock Unitsto, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Performance Restricted Stock Units, the subsequent sale of any Shares acquired at vesting settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Performance Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is subject to tax Tax-Related Items in more than one jurisdiction, the 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 In connection with any relevant taxable or tax withholding event, as applicable, the Participant must pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. Full payment of the Tax-Related Items shall be made by any of the following, or a combination thereof, subject to the Committee’s or Company’s right to eliminate, prior to vesting, any of the following as permissible payment methods: (i) in cash or cash equivalents (including certified check, bank check or wire transfer of immediately available funds); (ii) by tendering previously acquired Shares (either actually or by attestation) valued at their then-Fair Market Value; (iii) by withholding Shares otherwise issuable in connection with the vesting of the Performance Restricted Stock Units; (iv) through same-day voluntary or involuntary (on Participant’s behalf pursuant to this authorization) sales through a broker if permitted by the Company’s Securities Trading Policy; (v) withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer; or (vi) any combination of any of the foregoing. In this regardthe absence of Participant’s timely election or in the event Section 16(b) applies to Participant, the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable. In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, the Participant hereby authorizes and directs the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any applicable withholding obligations obligation with regard to all Tax-Related Items, if any, Items by one or a combination of the following:methods above. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable withholding rates in Participant’s jurisdiction(s) (up to the rate that will not cause an adverse accounting consequence or cost, including pursuant to ASC Topic 718, as applicable). If the Company and/or the Employer withhold more than the amount necessary to satisfy the liability for Tax-Related Items, Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent Shares or, if not refunded, Participant may be able to seek a refund from the applicable tax authorities. If the Company and/or the Employer withhold less than the amount necessary to satisfy the liability for Tax-Related Items, Participant may be required to pay additional Tax-Related Items directly to the applicable tax authorities or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Performance Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Participant fails to comply with Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. Regardless of By accepting this grant, you hereby irrevocably elect to satisfy any action the Company or, if different, the Participant’s employer (the “Employer”) takes with respect taxes and social insurance contribution withholding required to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount, if any, actually be withheld by the Company or its Subsidiaries on the Employerdate of grant, vesting or exercise of the Option or delivery or sale of any Shares hereunder or on any earlier date on which such taxes or social insurance contribution withholding may be due (“Tax Liability”) by authorizing the Company and any of its Subsidiaries to withhold a sufficient number of Shares that would otherwise be deliverable to you upon exercise of the Option. The Participant further acknowledges If, for any reason, the Shares that would otherwise be deliverable to you upon exercise of the Option would be insufficient to satisfy the Tax Liability, the Company and any of its Subsidiaries are authorized to withhold an amount from your wages or other compensation sufficient to satisfy the Tax Liability. Furthermore, you agree to pay the Company or its Exhibit 10.10 Subsidiaries any amount of the Tax Liability that cannot be satisfied through one of the foregoing methods. Apart from any withholding obligations that may apply to the Company and/or its Subsidiaries, you acknowledge and agree that the Employer ultimate responsibility for the Tax Liability is and remains with you. You further acknowledge that: (ix) the Company and its Subsidiaries make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to the grant of the Restricted Stock Units, the vesting Tax Liability or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of Shares acquired at vesting and the receipt of any dividends and/or any dividend equivalentsdividends; (y) the Company and (ii) its Subsidiaries do not commit to and are under no obligation to structure the terms of the Award grant or any other aspect of the Restricted Stock Units Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular Tax Liability; and (z) you should consult a tax resultadviser regarding the Tax Liability. Furthermore, if the Participant is subject to tax in more than one jurisdiction, the Participant acknowledges You acknowledge that the Company and/or and its Subsidiaries shall have no obligation to deliver Shares until the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant must pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, or their respective agents, in their sole discretion and without any notice to or additional authorization Tax Liability has been fully satisfied by the Participant, to satisfy their withholding obligations with regard to all Tax-Related Items, if any, by one or a combination of the following:you.

Responsibility for Taxes. Regardless of any action the Company or, if different, the Participant’s your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to the Participant you (“Tax-Related Items”), the Participant acknowledges you acknowledge that the ultimate liability for all Tax-Related Items is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company and/or the Employer Employer: (ia) make no 2 representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsPRSUs, including, but not limited to the grant of the Restricted Stock Unitsto, the grant, vesting or settlement of the Restricted Stock UnitsPRSUs, the issuance of Shares in upon settlement of the Restricted Stock UnitsPRSUs, the subsequent sale of Shares acquired at vesting pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; and (iib) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Restricted Stock Units PRSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax in more than one jurisdiction, the Participant acknowledges you acknowledge 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 any relevant taxable or tax withholding event, as applicable, the Participant must you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related ItemsItems (including hypothetical withholding tax amounts if you are covered under a Company tax equalization policy). In this regard, you authorize the Participant hereby authorizes the Company and/or Company, the Employer, or and their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Participant’s including your employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income taxtax (including federal, state, local and non-U.S. taxes), social insurancesecurity, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer, if any. The Participant You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Performance Share Units, including, but not limited to including the grant of the Restricted Stock Performance Share Units, the vesting or settlement of the Restricted Stock Performance Share Units, the issuance of Shares in settlement conversion of the Restricted Stock UnitsPerformance Share Units into Shares or the receipt of an equivalent cash payment, the subsequent sale of any Shares acquired at vesting settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and and, (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Performance Share Units to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges you acknowledge 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 any the relevant taxable or tax withholding event, as applicable, the Participant must pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. In this regard, by your acceptance of the Participant hereby authorizes Performance Share Units, you authorize the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless of any action the Company or, if different, the Participant’s or your employer (the “Employer”) takes with respect to any or all income tax, social insurancesecurity, payroll tax, fringe benefit tax, payment on account tax or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to you or deemed by the Participant Company or your Employer to be an appropriate charge to you even if technically due by the Company or your Employer (“Tax-Related Items”), the Participant acknowledges you acknowledge that the ultimate liability for all Tax-Related Items is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the your Employer. The Participant You further acknowledges acknowledge that the Company and/or the Employer your Employer: (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Performance Share Units, includingincluding the grant, but not limited to the grant of the Restricted Stock Unitsvesting, the vesting earning, or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock UnitsPerformance Share Units (as applicable), the subsequent sale of any Shares acquired at vesting pursuant to such Performance Share Units and the receipt of any dividends and/or any dividend equivalents; and (ii2) do not commit to to, and are under no obligation to to, structure the terms of the Award grant or any aspect of the Restricted Stock Performance Share Units to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you have become subject to tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable event, the Participant acknowledges you acknowledge that the Company and/or the or your Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant must you shall pay or make adequate arrangements satisfactory to the Company and/or the your Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes you authorize the Company and/or your Employer (or any other broker designated by the EmployerCompany), or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their withholding the obligations with regard respect to all Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless Employee acknowledges that, regardless of any action taken by the Company orCompany, or if different, the ParticipantEmployee’s employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the ParticipantEmployee’s participation in the Plan and legally applicable to the Participant Employee (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the ParticipantEmployee’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or and/or the Employer. The Participant Employee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Performance Stock Units, including, including but not limited to the grant of the Restricted Stock Unitsto, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Performance Stock Units, the subsequent sale of Shares Stock acquired at vesting pursuant to such settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and (ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Performance Stock Units to reduce or eliminate the ParticipantEmployee’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant Employee is subject to tax Tax-Related Items in more than one jurisdiction, the Participant 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 any relevant taxable or tax withholding event, as applicable, the Participant must Employee agrees to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby Employee authorizes the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:: INTERNATIONAL EMPLOYEE – 3-Year Vesting

Responsibility for Taxes. Regardless The Employee acknowledges that, regardless of any action the Company or, if different, the Participant’s employer Parent or Subsidiary employing the Employee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll fringe benefit tax, fringe benefit payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan Award and legally applicable to the Participant Employee (“Tax-Tax- Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s his or her responsibility and may exceed the amount, if any, actually amount to be withheld by the Company or the Employer. The Participant Employee further acknowledges that the Company and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to the grant of the Restricted Stock Unitsto, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares in upon settlement of the Restricted Stock Units, the subsequent sale of Shares acquired at vesting pursuant to such issuance and the receipt of any dividends and/or any dividend equivalentsdividends; and (ii2) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units to reduce or eliminate the ParticipantEmployee’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant Employee is subject to tax in more than one jurisdiction, the Participant 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 relevant taxable or tax withholding eventis required when Shares are issued as payment for vested Restricted Stock Units or, in the discretion of the Company, at such earlier time as applicablethe Tax-Related Items are due, the Participant must Company will withhold a portion of the Shares that has an aggregate market value sufficient to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regardaddition and to the maximum extent permitted by law, the Participant hereby authorizes Company (or the Employer) 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-Related Items 4813-3960-4617.v2 that the Company and/or determines cannot be satisfied through the Employerwithholding of otherwise deliverable Shares or that are due prior to the issuance of Shares under the Restricted Stock Unit Award. Notwithstanding the foregoing, or their respective agentsthe Company, in their its sole discretion, may require the Employee to make alternate arrangements satisfactory to the Company for payment of such Tax-Related Items before they arise. Further, if permissible under applicable local law, the Administrator, in its sole discretion and without any notice pursuant to such procedures as it may specify from time to time, may permit or additional authorization by require the Participant, Employee to satisfy their withholding obligations with regard to all the Tax-Related Items, if anyin whole or in part, by one selling a sufficient number of Shares otherwise deliverable to the Employee through such means as the Company may determine in its sole discretion, including through a broker-assisted arrangement or otherwise, equal to the amount to be withheld (and any associated broker or other fees, as applicable). To avoid negative tax consequences, if Tax-Related Items are satisfied by withholding in Shares otherwise issuable, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee will receive a combination refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. In addition, if the obligation for Tax-Related Items is satisfied by withholding in Shares, the Employee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the following:Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Units. 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 that the Company determines must be withheld or collected with respect to the Restricted Stock Units. If the Employee fails to make satisfactory arrangements for the payment of any Tax-Related Items at the time any applicable Restricted Stock Units otherwise vest pursuant to this Agreement, or at the time any Tax-Related Items with respect to the Restricted Stock Units otherwise are due, the Employee permanently will forfeit such Restricted Stock Units and any right to receive the Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company.

Responsibility for Taxes. Regardless of any action the Company or, if different, the Participant’s employer (the “Employer”) or an Affiliate takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account tax or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant withholding (“Tax-Tax Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Tax Related Items legally due by him or her is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer and its Affiliates (i) make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the Restricted Stock UnitsUnit grant, including, but not limited to including the grant of the Restricted Stock Units, the vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement conversion of the Restricted Stock UnitsUnits into Shares or the receipt of an equivalent cash payment, the subsequent sale of Shares acquired at vesting and the receipt of any dividends and/or any or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units Unit to reduce or eliminate the Participant’s liability for Tax-Related Items Items. Prior to the issuance of Shares on a designated delivery date or achieve any particular tax result. Furthermore, if the Participant is subject to tax in more than one jurisdictionreceipt of an equivalent cash payment, the Participant acknowledges that the Company and/or the Employer (or former employershall pay, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant must pay or make adequate arrangements satisfactory to the Company and/or the Employer (in its sole discretion) to satisfy all Tax-Related Itemswithholding and payment on account obligations of the Company or any of its Affiliates. In this regard, the Participant hereby authorizes the Company or its Affiliate, as applicable, to withhold all applicable Tax Related Items legally payable by Participant from Participant’s wages or other cash compensation payable to Participant by the Company or its Affiliate, as applicable, or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, the Company may, in its sole discretion, (i) sell or arrange for the sale of Shares to be issued on the vesting of Restricted Stock Units to satisfy the withholding or payment on account obligation, and/or (ii) withhold in Shares, provided that the Company and Participant’s actual Employer (defined below) shall withhold only the amount of Shares necessary to satisfy the minimum withholding amount. Participant shall pay to the Company or to the Employer any amount of Tax Related Items that the Company may be required to withhold as a result of the Participant’s receipt of Restricted Stock Units, the vesting of Restricted Stock Units, the receipt of a dividend equivalent cash payment, or the conversion of vested Restricted Stock Units to Shares that cannot be satisfied by the means previously described. The Company may refuse to deliver Shares to Participant if Participant fails to comply with his or her obligation in connection with the Tax Related Items as described herein. For purposes of this provision, the terms “Employer” means the Company (if the Participant is employed by the Company) or the Affiliate of the Company that employs the Participant. To the extent that any portion of the Restricted Stock Units is treated as includible in Participant’s income prior to the date that shares are delivered to Participant under this Agreement, the Company and the Participant’s Employer, as applicable, are hereby authorized and directed to either (i) require Participant to make payment of such taxes to the Company or their respective agentsParticipant’s Employer, as applicable, through delivery of cash or a cashier’s check within five (5) calendar days after the Company or the Participant’s Employer, as applicable, is required to remit such taxes to the Internal Revenue Service, or (ii) withhold from Participant’s regular wages, bonus or other compensation payments the amount of any tax required to be withheld. For Participants employed at international (non-US) locations: The Company or Participant’s Employer, as applicable, will assess its requirements regarding tax, social insurance and any other payroll tax (“Tax Obligations”) withholding and reporting in connection with the Restricted Stock Units or Shares. These requirements may change from time to time as laws or interpretations change. Regardless of the actions of the Company or Participant’s Employer, in their sole discretion this regard, Participant hereby acknowledges and without agrees that the ultimate liability for any notice and all Tax Obligations is and remains his or her responsibility and liability and that the Company and Participant’s Employer make no representations nor undertakings regarding treatment of any Tax Obligation as a result of the grant or vesting of the Restricted Stock Units, and Participant agrees to make arrangements satisfactory to the Company or additional authorization by the Participant’s Employer, as applicable, to satisfy their all withholding obligations with regard requirements. Participant authorizes the Company or Participant’s Employer, as applicable, to withhold all Tax-Related Items, if any, applicable Tax Obligations legally due from Participant from his or her wages or other cash compensation to be paid him or her by one the Company or a combination of the following:Participant’s Employer.

Responsibility for Taxes. Regardless of any action the Company or, if different, the Participant’s employer (the “Employer”) P&G or my Employer takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant withholding (“Tax-Related Items”), the Participant acknowledges I acknowledge that the ultimate liability for all Tax-Related Items is and remains the Participant’s my responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company P&G and/or the my Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including the Restricted Stock Unitsissuance, including, but not limited to the grant of the Restricted Stock Units, the vesting or settlement of the Restricted Stock Unitsexercise, the issuance of Shares in settlement of the Restricted Stock Unitssettlement, the subsequent sale of Shares acquired at vesting and the receipt of any dividends and/or or dividend equivalents or the potential impact of current or future tax legislation in any dividend equivalentsjurisdiction; and (ii2) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Restricted Stock Units Award to reduce or eliminate the Participant’s my liability for Tax-Related Items or achieve any particular tax result. Furthermore, if the Participant is subject to tax in more than one jurisdiction, the 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 jurisdictionItems. Prior to any relevant taxable exercise or tax withholding eventsettlement of an Award, as applicable, the Participant must I shall pay or make adequate arrangements satisfactory to the Company P&G and/or the my Employer to satisfy all Tax-Related Itemswithholding and payment on account obligations of P&G and/or my employer. In this regard, I authorize P&G and/or my Employer to withhold all applicable Tax-Related Items from my wages or other cash compensation paid to me by P&G and/or my Employer or from proceeds of the Participant hereby authorizes the Company and/or the Employeraward. Alternatively, or their respective agentsin addition, in their sole discretion and without any notice if permissible under local law, P&G may (1) sell or arrange for the sale of a portion of the award to or additional authorization by meet the Participant, to satisfy their withholding obligations with regard to all obligation for Tax-Related Items, if any, by one or and/or (2) withhold FORM EE a combination portion of the following:award, provided that P&G only withholds the amount necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that P&G or my Employer may be required to withhold as a result of my participation in the Plan that cannot be satisfied by the means previously described. P&G may refuse to honor the exercise and refuse to deliver the award if I fail to comply with my obligations in connection with the Tax-Related Items as described in this section. AWARD AGREEMENT [GLOBAL ID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] Subject: RESTRICTED STOCK UNIT SERIES XX-LTIPW-RSU In recognition of your contributions to the future success of the business, The Procter & Xxxxxx Company ("Company") hereby grants to you Restricted Stock Units ("RSUs") of Procter & Xxxxxx Common Stock as follows: Number of Restricted Stock Units: [RSUSHARES] Grant Date: [GRANT DATE] Vest Date: [GRANT_DATE + 3 YEARS] Settlement Date: [GRANT_DATE + 3 YEARS] Acceptance Deadline: [ACCEPTANCE_DATE] This Award is granted in accordance with and subject to the terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the "Plan"), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors ("Committee"), this Award Agreement including Attachments and the Settlement Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan and the Regulations and Sub Plans by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to Xxxxxxxx.XX@xx.xxx for assistance.

Responsibility for Taxes. Regardless of By accepting this grant, you hereby irrevocably elect to satisfy any action the Company or, if different, the Participant’s employer (the “Employer”) takes with respect taxes and social insurance contribution withholding required to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount, if any, actually be withheld by the Company or its Subsidiaries on the Employerdate of grant or vesting of the PRSUs or the date of delivery or sale of any Shares hereunder or on any earlier date on which such taxes or social insurance contribution withholding may be due (“Tax Liability”) by authorizing the Company or any of its Subsidiaries to withhold a sufficient number of Shares that would otherwise be deliverable to you upon settlement of the PRSUs (or, if the PRSUs are settled in cash in lieu of Shares, an amount of cash sufficient to satisfy the Tax Liability). The Participant further acknowledges If, for any reason, the Shares or cash that would otherwise be deliverable to you upon settlement of the PRSUs would be insufficient to satisfy the Tax Liability, the Company and any of its Subsidiaries are authorized to withhold an amount from your wages or other compensation sufficient to satisfy the Tax Liability. Furthermore, you agree to pay the Company or its Subsidiaries any amount of the Tax Liability that cannot be satisfied through one of the foregoing methods. Notwithstanding the foregoing, if, on the applicable Settlement Date or on any earlier date on which the Tax Liability may be due, the delivery of Shares is not made for any reason, you hereby irrevocably elect to satisfy such Tax Liability by delivering cash to the Company in an amount sufficient to satisfy such Tax Liability. Apart from any withholding obligations that may apply to the Company and/or its Subsidiaries, you acknowledge and agree that the Employer ultimate responsibility for the Tax Liability is and remains with you. You further acknowledge that: (ix) the Company and its Subsidiaries make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of Tax Liability; (y) the Restricted Stock Units, including, but not limited to the grant of the Restricted Stock Units, the vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of Shares acquired at vesting Company and the receipt of any dividends and/or any dividend equivalents; and (ii) its Subsidiaries do not commit to and are under no obligation to structure the terms of the Award grant or any other aspect of the Restricted Stock Units PRSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular Tax Liability; and (z) you should consult a tax resultadviser regarding the Tax Liability. Furthermore, if the Participant is subject to tax in more than one jurisdiction, the Participant acknowledges You acknowledge that the Company and/or and its Subsidiaries shall have no obligation to deliver Shares until the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant must pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, or their respective agents, in their sole discretion and without any notice to or additional authorization Tax Liability has been fully satisfied by the Participant, to satisfy their withholding obligations with regard to all Tax-Related Items, if any, by one or a combination of the following:you.

Responsibility for Taxes. Regardless The following section replaces Section 9 of the Agreement in its entirety: The Grantee acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s Grantee's employer (the “"Employer”) takes with respect to any or "), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s Grantee's participation in the Plan and legally applicable to the Participant Grantee (“"Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ") is and remains the Participant’s Grantee's responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant Grantee further acknowledges that the Company and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsPSU, including, but not limited to the grant of the Restricted Stock Unitsto, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock UnitsPSUs, the subsequent sale of Shares shares of Common Stock acquired at vesting pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (ii2) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units PSUs to reduce or eliminate the Participant’s Grantee's liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant Grantee is subject to tax Tax-Related Items in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant Grantee 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 any relevant taxable or tax withholding event, as applicable, the Participant must pay or Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Tax- Related Items. In this regard, the Participant hereby Grantee authorizes the Company and/or the Employer, or their respective agents, in their sole discretion and without any notice to or additional authorization by the Participant, Employer to satisfy their withholding the obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:following methods: (i) requiring payment by the Grantee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; or (ii) withholding from the Grantee's wages or other cash compensation paid to the Grantee by the Company and/or the Employer; or (iii) withholding from proceeds of the sale of shares of Common Stock acquired at vesting of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee's behalf pursuant to this authorization) without further consent; or

Responsibility for Taxes. Regardless Participant acknowledges that, regardless of any action taken by the Company or, if different, the and/or Participant’s employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to Participant as a result of participation in the Participant Plan (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount, amount (if any, actually ) withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsAward, including, but not limited to to, the grant grant, vesting, settlement, release or cancellation of the Restricted Stock Units, the vesting or settlement of the Restricted Stock UnitsRSUs, the issuance of Shares in upon settlement of the Restricted Stock UnitsRSUs, the subsequent sale of Shares acquired at vesting pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; dividends, and (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is has become subject to tax Tax-Related Items in more than one jurisdiction, the 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 any the relevant taxable or tax withholding event, as applicable, the Participant must pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all the Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, Employer (or their respective agents), in at their sole discretion and without any notice pursuant to or additional authorization by the Participantsuch procedures as they may specify from time to time, to satisfy their withholding the obligations with regard to all the Tax-Related Items, if any, Items by one or a combination of the following:

Responsibility for Taxes. Regardless of any action the Company or, if different, or the Participant’s employer (the “Employer”) Employer takes with respect to any or and all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant withholding (“Tax-Related Items”), the Participant acknowledges you hereby acknowledge and agree that the ultimate liability for any and all Tax-Related Items is and remains the Participant’s your responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges liability and that the Company and/or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to including the grant of the Restricted Stock Units, the or vesting or settlement of the Restricted Stock Units, the issuance of Shares in shares of Common Stock upon settlement of the vested Restricted Stock Units, and the subsequent sale of Shares the shares of Common Stock acquired at vesting and the receipt of any dividends and/or any dividend equivalentspursuant to such issuance; and (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreUnless the Company or any Affiliate directs that it shall not, if the Participant is subject to tax in more than one jurisdiction, the Participant acknowledges each Award shall include a requirement that you irrevocably agree that the Company and/or the Employer or any Affiliate (or former employer, as applicableappropriate) may recover the whole or any part of any employer taxes from you and at the request of the Company or any Affiliate (as appropriate) you shall elect (using a form approved by HM Revenue & Customs) that the whole or any part of the liability for employer taxes shall be transferred to you. The Company or any Affiliate may decide to release you from or not to enforce any part of your obligations in respect of employer taxes under this Section 9. An Award shall include a requirement that you irrevocably agree to enter into a joint election, under section 431(1) or section 431(2) of the United Kingdom Income Tax (Earnings and Xxxxxxxx) Xxx 0000 in respect of the Common Stock to be acquired pursuant to the Award if required to withhold do so by the Company or account for Tax-Related Items in more than one jurisdictionany Affiliate before any Common Stock is issued to you under the Plan. Prior to any relevant taxable or tax withholding event, as applicable, the Participant must you shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Itemswithholding obligations of the Company and/or the Employer. In this regard, the Participant hereby authorizes you authorize the Company and/or the EmployerEmployer to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by the Company and/or the Employer or from proceeds of the sale of shares of Common Stock acquired upon vesting/settlement of the Restricted Stock Units. Alternatively, or their respective agentsin addition, if permissible under local law, the Company may (i) sell or arrange for the sale of shares of Common Stock that you acquire in their sole discretion and without any notice settlement of the Restricted Stock Units to or additional authorization by meet the Participant, to satisfy their withholding obligations with regard to all obligation for Tax-Related Items, if anyand/or (ii) withhold in shares of Common Stock, provided that the Company and/or the Employer only withholds the amount of Common Stock necessary to satisfy the minimum withholding requirement. Any estimated withholding which is not required in satisfaction of any Tax-Related Items will be repaid to you by one the Company and/or the Employer within a reasonable time and without interest. Finally, you shall pay to the Company and/or the Employer any amount of any Tax-Related Items that the Company or the Employer may be required to withhold as a combination result of your participation in the Plan or from the grant, vesting, or settlement of the following:Restricted Stock Units that cannot be satisfied by the means previously described. The Company may refuse to issue shares of Common Stock in settlement of the Restricted Stock Units, or may refuse to deliver the proceeds of the sale of such Common Stock, if you fail to comply with your obligations in connection with the Tax-Related Items as described in this Section. You acknowledge and agree that the Company is making no representation or warranty as to the tax consequences to you as a result of the receipt of the Restricted Stock Units, the lapse of any Forfeiture Restrictions, or the forfeiture of any Restricted Stock Units pursuant to the Forfeiture Restrictions.

Responsibility for Taxes. Regardless of any action the Company or, if different, and/or its subsidiary employing the Participant’s employer Grantee (the “Employer”) takes take with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the ParticipantGrantee’s participation in the Plan and legally applicable to the Participant Grantee (“Tax-Related Items”), the Participant Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the ParticipantGrantee’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant Grantee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsOption, includingincluding the grant, but not limited to the grant vesting or exercise of the Restricted Stock Units, the vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock UnitsOption, the subsequent sale of Shares any shares of Stock acquired at vesting pursuant to such exercise, and the receipt of any dividends and/or any dividend equivalentsdividends; and (ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units Options to reduce or eliminate the ParticipantGrantee’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is Grantee has become subject to tax in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, the Participant Grantee 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 any relevant taxable or tax withholding event, as applicableapplicable (which, for persons subject to U.S. taxation, should be date of exercise), the Participant must Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby Grantee authorizes the Company and/or the Employer, or their respective agents, in their sole discretion and without any notice to or additional authorization by at the ParticipantCompany’s discretion, to satisfy their withholding the obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:: (a) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Employer; (b) withholding from proceeds of the sale of shares of Stock acquired upon exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); (c) withholding in shares of Stock to be issued upon exercise of the Option; or (d) personal check or other cash equivalent acceptable to the Company or the Employer (as applicable). Depending on the withholding method, the Company or the Employer 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 of Stock as described herein, for tax purposes, the Grantee shall be deemed to have been issued the full number of shares of Stock subject to the Options exercised, 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 Grantee’s participation in the Plan. The Grantee shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to issue or deliver the shares or the proceeds of the sale of shares of Stock if the Grantee fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company orCompany, or if different, the Participant’s employer Affiliate or Subsidiary for which you provide services (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to you (the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsPerformance Shares, including, including but not limited to the grant of the Restricted Stock Unitsto, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock UnitsPerformance Shares, the subsequent sale of Shares acquired at vesting pursuant to such settlement and the receipt of any dividends and/or any dividend equivalentspaid on such Shares; and (ii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units Performance Shares to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges you acknowledge 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 any relevant taxable or tax withholding event, as applicable, the Participant must you agree to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes you authorize the Company and/or the Employer, or Employer and their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any withholding obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:: (a) withholding from your wages or other cash compensation paid to you by the Company and/or the Employer; (b) withholding from the proceeds of the sale of Shares acquired upon vesting of the Performance Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization, without further consent); (c) withholding Shares to be issued upon vesting of the Performance Shares; or (d) any method determined by the Committee to be in compliance with applicable laws; provided, however, that if you are a Section 16 officer of the Company under the Exchange Act, then the Committee shall establish the method of withholding from alternatives (a)-(d) herein and, if the Committee does not exercise discretion prior to the Tax-Related Items withholding event, then you shall be entitled to elect the method of withholding from the alternatives above. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case you may receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you will be deemed to have been issued the full number of Shares, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, you agree to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company shall have no obligation to make any payment in any form under this Agreement or under any Performance Share or Dividend Equivalent issued in accordance herewith, unless and until such tax obligations have been satisfied.

Responsibility for Taxes. Regardless of any action the Company or, if different, or the ParticipantOptionee’s employer (the “Employer”) takes with respect to any or and all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant withholding (“Tax-Related Items”), the Participant Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by him or her is and remains the ParticipantOptionee’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsOption grant, includingincluding the grant, but not limited to the grant vesting or exercise of the Restricted Stock Units, the vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock UnitsOption, the subsequent sale of Common Shares acquired at vesting pursuant to such exercise and the receipt of any dividends and/or any dividend equivalentsdividends; and (ii2) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units Option to reduce or eliminate the ParticipantOptionee’s liability for Tax-Related Items or achieve any particular tax result. Furthermore, if the Participant is subject to tax in more than one jurisdiction, the 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 jurisdictionItems. Prior to any relevant taxable or tax withholding event, as applicableexercise of the Option, the Participant must Optionee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Itemswithholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant hereby Optionee authorizes the Company and/or the EmployerEmployer to withhold all applicable Tax-Related Items legally payable by the Optionee from his or her wages or other cash compensation paid to the Optionee by the Company and/or the Employer or from proceeds of the sale of Common Shares. Alternatively, or their respective agentsin addition, in their sole discretion and without any notice if permissible under local law, the Company may (1) sell or arrange for the sale of Common Shares that the Optionee acquires to or additional authorization by meet the Participant, to satisfy their withholding obligations with regard to all obligation for Tax-Related Items, if anyand/or (2) withhold in Common Shares, provided that the Company only withholds the amount of Common Shares necessary to satisfy the minimum withholding amount. The Optionee acknowledges and agrees that the amount withheld for Tax-Related Items may exceed the actual amount of Tax-Related Items due by one the Optionee and that, in such event, any excess amount withheld by the Company will be paid to the Optionee within a reasonable time period and without interest. Finally, the Optionee will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a combination result of the following:Optionee’s participation in the Plan or the Optionee’s purchase of Common Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the Common Shares if the Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this Paragraph 6.

Responsibility for Taxes. Regardless The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsPlan, including, but not limited to to, the grant grant, vesting or exercise (if applicable) of the Restricted Stock UnitsAward, the vesting or settlement delivery of the Restricted Stock Units, the issuance shares of Shares in settlement of the Restricted Stock UnitsCommon Stock, the subsequent sale of Shares any shares of Common Stock acquired at vesting pursuant to the Award and the receipt of any dividends and/or any dividends, dividend equivalentsequivalents or other distributions with respect to the shares of Common Stock; and (iib) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Restricted Stock Units Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is subject to tax Tax-Related Items in more than one jurisdiction, the 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 any the relevant taxable or tax withholding event, as applicable, the Participant must pay or agrees to make adequate arrangements satisfactory acceptable to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their any withholding obligations with regard to all obligation for Tax-Related Items, if any, Items by one or a combination of the following:: (i) withholding from the Participant’s wages or other cash compensation payable to the Participant by the Company and/or the Employer; (ii) withholding from the proceeds of the sale of any shares of Common Stock acquired pursuant to the Award either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iii) withholding from any shares of Common Stock to be delivered to the Participant pursuant to the Award; and/or (iv) any other method approved by the Company and, to the extent required by applicable law or the Plan, approved by the Committee. Depending on the withholding method, the Company and/or the Employer may withhold for Tax-Related Items by considering statutory or other withholding rates, including minimum or maximum rates in the jurisdiction(s) applicable to the Participant. In the event of any over- withholding, the Participant may receive a refund of any over-withheld amount in cash (without interest and without entitlement to the equivalent amount in shares of Common Stock). If the obligation for Tax-Related Items is satisfied by withholding shares of Common Stock, for tax purposes, the Participant will be deemed to have been issued the full number of shares of Common Stock to which he or she is entitled pursuant to the Award, notwithstanding that a number of shares of Common Stock are withheld to satisfy the obligation for Tax-Related Items. The Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue the shares of Common Stock or the proceeds of the sale of shares of Common Stock, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company or, if different, the Participant’s your employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to the Participant you (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to the grant of the Restricted Stock Unitsto, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of Shares shares of Common Stock acquired at vesting and the receipt of any dividends and/or any dividend equivalentspursuant to such settlement; and (ii2) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Units Award to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax Tax-Related Items in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, the Participant acknowledges as applicable, you acknowledge 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 any relevant taxable or tax withholding event, as applicable, the Participant must pay or you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. -- Revised December 2014 In this regard, the Participant hereby authorizes you authorize the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their withholding the obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following:: (i) withholding from your wages or other cash compensation paid to you by the Company and/or the Employer; (ii) withholding from proceeds from the sale of Shares acquired upon settlement either through a voluntary sale or through a mandatory sale (which the Company may either arrange on your behalf pursuant to this authorization without further consent or may require you to enter into a trading plan that complies with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act with a brokerage firm acceptable to the Company for this purpose); or (iii) withholding in Shares to be issued upon settlement. Notwithstanding the foregoing, if you are a Section 16 officer of the Company, you agree and acknowledge that the Company or its agent are authorized to satisfy the obligations with regard to all Tax-Related Items by withholding in Shares to be issued upon settlement, unless the Committee determines in its discretion to satisfy the obligations for all Tax-Related Items by one or a combination of (i), (ii) and (iii) above. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the Vested Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, you agree to pay to the Company or the Employer, as applicable, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if you fail to comply with your obligations in connection with the Tax-Related Items.

Responsibility for Taxes. Regardless You acknowledge that, regardless of any action taken by the Company orCompany, if different, the Participant’s any subsidiary or affiliate or your employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income taxtax (including federal, state, local and non-U.S. taxes), social insurancesecurity, payroll tax, fringe benefit benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Performance Share Units, including, but not limited to including the grant of the Restricted Stock Performance Share Units, the vesting or settlement of the Restricted Stock Performance Share Units, the issuance of Shares in settlement conversion of the Restricted Stock UnitsPerformance Share Units into Shares or the receipt of an equivalent cash payment, the subsequent sale of any Shares acquired at vesting settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and and, (iib) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Restricted Stock Performance Share Units to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant is you are subject to tax Tax-Related Items in more than one jurisdictionjurisdiction between the Award Date and the date of any relevant taxable event, the Participant acknowledges you acknowledge 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 any the relevant taxable or tax withholding event, as applicable, the Participant must pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. In this regard, by your acceptance of the Participant hereby authorizes Performance Share Units, you authorize the Company and/or the Employer, or their respective agents, in at their sole discretion and without any notice to or additional authorization by the Participantdiscretion, to satisfy their withholding obligations with regard to all Tax-Related Items, if any, Items by one or a combination of the following: