Common use of Responsibility for Taxes Clause in Contracts

Responsibility for Taxes. This provision supplements Section 4 of the Agreement: Without limitation to Section 4 of the Agreement, you hereby agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also hereby agree to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if you are an executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you understand that you may not be able to indemnify the Company or the Employer for the amount of Tax-Related Items not collected from or paid by you because the indemnification could be considered to be a loan. In this case, any income tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs may constitute a benefit to you on which additional income tax and employee national insurance contributions (“NICs”) may be payable. You understand that you will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer (as appropriate) for the value of employee NICs due on this additional benefit which the Company and/or the Employer may recover from you by any of the means set forth in Section 4 of the Agreement. Venezuela

Responsibility for Taxes. This provision supplements Section 4 of the Agreement: Without limitation to Section 4 of the Agreement, you hereby agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also hereby agree to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if you are an executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you understand that you may not be able to indemnify the Company or the Employer for the amount of Tax-Related Items not collected from or paid by you because the indemnification could be considered to be a loan. In this case, any income tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs may constitute a benefit to you on which additional income tax and employee national insurance contributions (“NICs”) may be payable. You understand that you will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer (as appropriate) for the value of employee NICs due on this additional benefit which the Company and/or the Employer may recover from you by any of the means set forth in Section 4 of the Agreement. Venezuela.

Responsibility for Taxes. This provision supplements Section 4 of the Agreement: Without limitation to Section 4 of the Agreement, you hereby agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by Her Majesty’s HM Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also hereby agree to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if you are an executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you understand that you may not be able to indemnify the Company or the Employer for the amount of Tax-Related Items not collected from or paid by you because the indemnification could be considered to be a loan. In this case, any income tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs may constitute a benefit to you on which additional income tax and employee national insurance contributions (“NICs”) may be payable. You understand that you will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer (as appropriate) for the value of employee NICs due on this additional benefit which the Company and/or the Employer may recover from you by any of the means set forth in Section 4 of the Agreement. Venezuela.

Responsibility for Taxes. This provision supplements Section 4 9 of the Agreement: Without limitation to Section 4 of the Agreement, you hereby agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also hereby agree to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if you are an executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you understand that you may not be able to indemnify the Company or the Employer for the amount of Tax-Related Items not collected from or paid by you because the indemnification could be considered to be a loan. In this case, any income tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs may constitute a benefit to you on which additional income tax and employee national insurance contributions (“NICs”) may be payable. You understand that you will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer (as appropriate) for the value of employee NICs due on this additional benefit which the Company and/or the Employer may recover from you by any of the means set forth in Section 4 9 of the Agreement. Venezuela

Responsibility for Taxes. This provision supplements Section 4 of the Agreement: Without limitation You agree that, if you do not pay or the Employer or the Company does not withhold from you the full amount of income tax due in connection with the RSUs within 90 days after the end of the U.K. year in which the taxable event occurs, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), then the amount of income tax that should have been withheld shall constitute a loan owed by you to the Employer, effective or the Due Date. You agree that the loan will bear interest at Her Majesty’s Revenue & Customs’ (“HMRC”) official rate and will be immediately due and repayable by you, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in Section 4 of the Agreement, you hereby agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also hereby agree to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if you are an a director or executive officer or director of the Company (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you understand the terms of the immediately foregoing provision will not apply. In the event that you may not be able to indemnify are a director or executive officer and the Company or the Employer for the amount of Tax-Related Items income tax that is due is not collected from or paid by you because by the indemnification could be considered to be a loan. In this caseDue Date, the amount of any uncollected income tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs may constitute a benefit to you on which additional income tax and employee national insurance contributions (“NICs”) may be payable. You understand that you will may be responsible for reporting and paying any income tax due on this additional benefit directly to the HMRC under the self-assessment regime and for reimbursing the Company and/or or the Employer (as appropriate) for the value of any employee NICs national insurance contributions due on this additional benefit benefit, which the Company and/or or the Employer may recover from you by any of the means set forth referred to in Section 4 of the Agreement. Venezuela

Responsibility for Taxes. This provision supplements The following provisions supplement Section 4 5 of the AgreementTerms and Conditions: Without limitation You must pay to Section 4 of the Agreement, you hereby agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or the Employer any amount of income tax due that the Company or by the Employer may be required to account to Her Majesty’s Revenue & and Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also hereby agree with respect to indemnify and keep indemnified the Company and event giving rise to the Employer against any Tax-Related Items (the “Taxable Event”) that they cannot be satisfied by the means described in this Section 5. If payment or withholding of the income tax is not made within 90 days of the end of the U.K. tax year in which the Taxable Event occurs or such other period as required under U.K. law (the “Due Date”), you agree that the amount of any uncollected income tax will (assuming you are required not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended)) constitute a loan owed by you to pay the Company or withhold or have paid or the Employer (as applicable), effective on the Due Date. You agree that the loan will pay on bear interest at the then-current HMRC official rate and it will be immediately due and repayable, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in this Section 5. If you fail to comply with your behalf obligations in connection with the income tax due as described in this Section 5, the Company may refuse to HMRC (or any other tax authority or any other relevant authority)deliver the Shares acquired under the Plan. Notwithstanding the foregoing, if you are an a director or executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you understand will not be eligible for such a loan to cover the income tax due. In the event that you may not be able to indemnify are a director or executive officer and the Company or the Employer for the amount of Tax-Related Items income tax due is not collected from or paid by you because by the indemnification could be considered to be a loan. In this caseDue Date, the amount of any income uncollected tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs may constitute a benefit to you on which additional income tax and employee national insurance contributions (“NICs”) may be payable. You understand that you will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or or the Employer (Employer, as appropriate) applicable, for the value of employee NICs any national insurance contributions due on this additional benefit which benefit. You acknowledge that the Company and/or or the Employer may recover from you any such national insurance contributions at any time thereafter by any of the means set forth referred to in this Section 4 of the Agreement. Venezuela5.

Responsibility for Taxes. This provision supplements Section 4 The following provisions supplement Paragraph 6 of the RSU Agreement: Without limitation to Section 4 Paragraph 6 of the RSU Agreement, you hereby agree the Grantee agrees that you are the Grantee is liable for all Tax-Related Items and hereby covenant covenants to pay all such Tax-Related Items, Items as and when requested by the Company or the Employer or by Her Majesty’s Revenue & and Customs (“HMRC”) (or any other tax authority or any other relevant authority). You The Grantee also hereby agree agrees to indemnify and keep indemnified the Company and or the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority)) on the Grantee’s behalf. Notwithstanding the foregoing, if you are an the Grantee is a director or executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amendedAct), you understand that you may the terms of the immediately foregoing provision will not apply if the indemnification can be able to indemnify the Company or the Employer for viewed as a loan. In such case, if the amount of Tax-Related Items any income tax due is not collected from or paid by you because the indemnification could be considered to be a loan. In this case, any income tax not collected or paid Grantee within ninety (90) 90 days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs indemnification described above occurs, the amount of any uncollected income taxes may constitute a benefit to you the Grantee on which additional income tax and employee national insurance contributions (“NICs”) may be payable. You understand that you The Grantee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing paying to the Company and/or or the Employer (Employer, as appropriate) for the value of applicable, any employee NICs due on this additional benefit benefit, which the Company and/or or the Employer may recover from you the Grantee by any of the means set forth referred to in Section 4 Paragraph 6 of the RSU Agreement. Venezuela.

Responsibility for Taxes. This provision supplements Section 4 of the Agreement: Without limitation to Section 4 of the Agreement, you hereby agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by Her Majesty’s HM Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also hereby agree to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if you are an executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you understand that you may not be able to indemnify the Company or the Employer for the amount of Tax-Related Items not collected from or paid by you because the indemnification could be considered to be a loan. In this case, any income tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs may constitute a benefit to you on which additional income tax and employee national insurance contributions (“NICs”) may be payable. You understand that you will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer (as appropriate) for the value of employee NICs due on this additional benefit which the Company and/or the Employer may recover from you by any of the means set forth in Section 4 of the Agreement. Venezuela

Responsibility for Taxes. This provision supplements Section 4 9 of the Agreement: Without limitation to Section 4 of the AgreementYou agree that, if you hereby agree that you are liable for all Tax-Related Items and hereby covenant to do not pay all such Tax-Related Items, as and when requested by the Company or the Employer or the Company does not withhold from you the full amount of income tax due in connection with the Performance Share Units within 90 days after the end of the U.K. year in which the taxable event occurs, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), then the amount of income tax that should have been withheld shall constitute a loan owed by you to the Employer, effective or the Due Date. You agree that the loan will bear interest at Her Majesty’s Revenue & Customs Customs’ (“HMRC”) (or any other tax authority or any other relevant authority). You also hereby agree to indemnify official rate and keep indemnified will be immediately due and repayable by you, and the Company and and/or the Employer against may recover it at any Tax-Related Items that they are required time thereafter by any of the means referred to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority)in Section 9 of the Agreement. Notwithstanding the foregoing, if you are an a director or executive officer or director of the Company (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you understand the terms of the immediately foregoing provision will not apply. In the event that you may not be able to indemnify are a director or executive officer and the Company or the Employer for the amount of Tax-Related Items income tax that is due is not collected from or paid by you because by the indemnification could be considered to be a loan. In this caseDue Date, the amount of any uncollected income tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs may constitute a benefit to you on which additional income tax and employee national insurance contributions (“NICs”) may be payable. You understand that you will may be responsible for reporting and paying any income tax due on this additional benefit directly to the HMRC under the self-assessment regime and for reimbursing the Company and/or or the Employer (as appropriate) for the value of any employee NICs national insurance contributions due on this additional benefit benefit, which the Company and/or or the Employer may recover from you by any of the means set forth referred to in Section 4 9 of the Agreement. Venezuela

Responsibility for Taxes. This The following provision supplements Section 4 2.1 (Responsibility for Taxes) of the Agreement: . Without limitation to Section 4 2.1 of the Agreement, you hereby agree Participant agrees that you are Participant is liable for all Tax-Related Items and hereby covenant covenants to pay all such Tax-Related Items, Items as and when requested by the Company or the Employer or by Her Majesty’s HM Revenue & and Customs (“HMRC”) (or any other tax authority or any other relevant authority). You Participant also hereby agree agrees to indemnify and keep indemnified the Company and the Employer against any Tax-–Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority)) on Participant's behalf. Notwithstanding the foregoing, if you are an Participant is a director or executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amendedAct), you understand Participant understands that you he or she may not be able to indemnify the Company or the Employer for the amount of any Tax-Related Items not collected from or paid by you because Participant, in case the indemnification could be considered to be a loan. In this case, any income tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs not collected or paid may constitute a benefit to you Participant on which additional income tax and employee national insurance National Insurance contributions (“NICs”) may be payable. You understand Participant understands that you he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing paying to the Company and/or the Employer (as appropriate) for the value amount of any employee NICs due on this additional benefit benefit, which the Company and/or the Employer may recover also be recovered from you Participant by any of the means set forth referred to in Section 4 2.1 of the Agreement. Venezuela.

Responsibility for Taxes. This provision supplements The following provisions supplement Section 4 5 of the AgreementTerms and Conditions: Without limitation to Section 4 5 of the AgreementTerms and Conditions, you hereby agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Tax- Related Items, as and when requested by the Company or the Employer Employer, as applicable, or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also hereby agree to indemnify and keep indemnified the Company and the Employer Employer, as applicable, against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if you are an a director or executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amendedAct), you understand that you the terms of immediately foregoing provision may not be able to indemnify the Company or the Employer for the amount of Tax-Related Items not collected from or paid by you because apply in case the indemnification could be considered to be a loan. In this case, any the amount of the income tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs may constitute a benefit to you on which additional income tax and employee national insurance National Insurance contributions (“NICs”) may be payable. You understand that you will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or or the Employer (Employer, as appropriate) applicable, for the value of employee NICs any National Insurance contributions due on this additional benefit benefit, which may be obtained from you by the Company and/or or the Employer may recover from you at any time thereafter by any of the means set forth referred to in Section 4 5 of the Agreement. VenezuelaTerms and Conditions.

Responsibility for Taxes. This provision supplements Section 4 7 of the Award Agreement: Without limitation to Section 4 7 of the Award Agreement, you hereby agree the Grantee agrees that you are he or she is liable for all Tax-Related Items and hereby covenant covenants to pay all such Tax-Related Items, as and when requested by the Company or and/or the Employer or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You The Grantee also hereby agree agrees to indemnify and keep indemnified the Company and and/or the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority)) on the Grantee’s behalf. Notwithstanding the foregoing, if you are an the Grantee is a director or executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amendedAct), you understand that you may the foregoing provision will not be able to indemnify the Company or the Employer for apply. In this case, the amount of any Tax-Related Items not collected from or paid by you because the indemnification could be considered to be a loan. In this case, any income tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs Grantee may constitute a benefit to you the Grantee on which additional income tax and employee national insurance National Insurance contributions (“NICs”) may be payable. You understand The Grantee understands that you he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing paying to the Company and/or the Employer (as appropriate) for the value amount of any employee NICs due on this additional benefit which benefit. Grantee acknowledges that the Company and/or the Employer (as appropriate) may recover from you such additional NICs at any time thereafter by any of the means set forth referred to in Section 4 7 of the Award Agreement. Venezuela.

Responsibility for Taxes. This The following provision supplements Section 4 10 (Responsibility for Taxes) of the Agreement: . Without limitation to Section 4 10 of the Agreement, you hereby agree that you are the Employee agrees to be liable for all any Tax-Related Items and hereby covenant covenants to pay all any such Tax-Related Items, as and when requested by the Company or the Employer or by Her Majesty’s Revenue & Customs (“HMRC”) HMRC (or any other tax authority or any other relevant authority). You also hereby agree The Employee agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC HM Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority)) on the Employee’s behalf. Notwithstanding the foregoing, if you are the Employee is an executive officer or director of the Company (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amendedAct), you understand the Employee understands that you the Employee may not be able to indemnify the Company or the Employer for the amount of any Tax-Related Items not collected from or paid by you because the Employee, in case the indemnification could be considered to be a loan. In this case, any income tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs not collected or paid may constitute a benefit to you the Employee on which additional income tax and employee national insurance contributions National Insurance Contributions (“NICs”) may be payable. You understand The Employee acknowledges that you the Employee will be personally responsible for reporting and paying any income tax due on this additional benefit directly to the HMRC under the self-assessment regime and for reimbursing paying the Company and/or or the Employer (Employer, as appropriate) applicable, for the value of any employee NICs due on this additional benefit benefit, which may also be recovered from the Company and/or the Employer may recover from you Employee by any of the means set forth referred to in Section 4 10 of the Agreement. Venezuela*******************************************************

Responsibility for Taxes. This The following provision supplements Section 4 of 6: “Tax Withholding” in the Agreement: Without limitation to Section 4 6 of the Agreement, you the Optionee hereby agree agrees that you are he or she is liable for all Tax-Related Items and hereby covenant covenants to pay all such Tax-Related Items, as and when requested by the Company or the Employer Service Recipient, as applicable, or by Her His Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You The Optionee also hereby agree agrees to indemnify and keep indemnified the Company and the Employer Service Recipient, as applicable, against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority)) on the Optionee’s behalf. ​ Notwithstanding the foregoing, if you are an the Optionee is a director or executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amendedAct), you understand the Optionee understands that you he or she may not be able to indemnify the Company or the Employer for the amount of any Tax-Related Items not collected from or paid by you because the Optionee, if the indemnification could be considered to be a loan. In this case, any income tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs not collected or paid may constitute a benefit to you the Optionee on which additional income tax and employee national insurance contributions National Insurance Contributions (“NICs”) may be payable. You understand The Optionee understands that you he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing paying to the Company and/or the Employer Service Recipient (as appropriate) for the value amount of employee any NICs due on this additional benefit benefit, which may also be recovered from the Company and/or the Employer may recover from you Optionee by any of the means set forth referred to in Section 4 6 of the Agreement. Venezuela​

Responsibility for Taxes. This The following provision supplements Section 4 2.1 (Responsibility for Taxes) of the Agreement: . Without limitation to Section 4 2.1 of the Agreement, you hereby agree Participant agrees that you are Participant is liable for all Tax-Related Items and hereby covenant covenants to pay all such Tax-Related Items, Items as and when requested by the Company or the Employer or by Her Majesty’s HM Revenue & and Customs (“HMRC”) (or any other tax authority or any other relevant authority). You Participant also hereby agree agrees to indemnify and keep indemnified the Company and the Employer against any Tax-–Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority)) on Participant’s behalf. Notwithstanding the foregoing, if you are an Participant is a director or executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amendedAct), you understand Participant understands that you he or she may not be able to indemnify the Company or the Employer for the amount of any Tax-Related Items not collected from or paid by you because Participant, in case the indemnification could be considered to be a loan. In this case, any income tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs not collected or paid may constitute a benefit to you Participant on which additional income tax and employee national insurance National Insurance contributions (“NICs”) may be payable. You understand Participant understands that you he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing paying to the Company and/or the Employer (as appropriate) for the value amount of any employee NICs due on this additional benefit benefit, which the Company and/or the Employer may recover also be recovered from you Participant by any of the means set forth referred to in Section 4 2.1 of the Agreement. Venezuela.

Responsibility for Taxes. This provision supplements Section 4 of the Agreement: Without limitation to Section 4 of the Agreement, you hereby agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by Her MajestyHM’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also hereby agree to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if you are an executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you understand that you may not be able to indemnify the Company or the Employer for the amount of Tax-Related Items not collected from or paid by you because the indemnification could be considered to be a loan. In this case, any income tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs may constitute a benefit to you on which additional income tax and employee national insurance contributions (“NICs”) may be payable. You understand that you will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer (as appropriate) for the value of employee NICs due on this additional benefit which the Company and/or the Employer may recover from you by any of the means set forth in Section 4 of the Agreement. Venezuela.

Responsibility for Taxes. This provision supplements Section 4 2.4 (Responsibility for Taxes) of the Agreement: Without limitation to Section 4 2.4 of the Agreement, you hereby agree Participant agrees that you are Participant is liable for all Tax-Related Items and hereby covenant covenants to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by Her Majesty’s HM Revenue & and Customs (“HMRC”) (or any other tax authority or any other relevant authority). You Participant also hereby agree agrees to indemnify and keep indemnified the Company and the Employer against any Tax-–Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority)) on Participant's behalf. Notwithstanding the foregoing, if you are an Participant is a director or executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amendedAct), you understand Participant understands that you he or she may not be able to indemnify the Company or the Employer for the amount of any Tax-Related Items not collected from or paid by you because Participant, in case the indemnification could be considered to be a loan. In this case, any income tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs not collected or paid may constitute a benefit to you Participant on which additional income tax and employee national insurance National Insurance contributions (“NICs”) may be payable. You understand Participant understands that you he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing paying to the Company and/or the Employer (as appropriate) for the value amount of any employee NICs due on this additional benefit benefit, which the Company and/or the Employer may recover also be recovered from you Participant by any of the means set forth referred to in Section 4 2.4 of the Agreement. Venezuela.

Responsibility for Taxes. This provision supplements Section 4 6 of the Agreement: Without limitation to Section 4 6 of the Agreement, you hereby agree the Participant agrees that you are the Participant is liable for all Tax-Related Items and hereby covenant covenants to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by Her Majesty’s HM Revenue & and Customs (“HMRC”) (or any other tax authority or any other relevant authority). You The Participant also hereby agree agrees to indemnify and keep indemnified the Company and the Employer against any Tax-–Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority)) on the Participant’s behalf. Notwithstanding the foregoing, if you are an the Participant is a director or executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amendedAct), you understand the Participant understands that you he or she may not be able to indemnify the Company or the Employer for the amount of any Tax-Related Items not collected from or paid by you because the Participant in case the indemnification could be considered to be a loan. In this case, any income tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs not collected or paid may constitute a benefit to you the Participant on which additional income tax and employee national insurance National Insurance contributions (“NICs”) may be payable. You understand The Participant understands that you he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing paying to the Company and/or the Employer (as appropriate) for the value amount of any employee NICs due on this additional benefit benefit, which may also be collected from the Company and/or the Employer may recover from you Participant by any of the means set forth referred to in Section 4 6 of the Agreement. Venezuela.

Responsibility for Taxes. This The following provision supplements Section 4 of the Agreement1: “Responsibility for Taxes” in Exhibit B: Without limitation to Section 4 1 of Exhibit B, the Agreement, you Grantee hereby agree agrees that you they are liable for all Tax-Related Items and hereby covenant covenants to pay all such Tax-Related Items, as and when requested by the Company or the Employer Service Recipient, as applicable, or by Her His Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You The Grantee also hereby agree agrees to indemnify and keep indemnified the Company and the Employer Service Recipient, as applicable, against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority)) on the Grantee’s behalf. ​ Notwithstanding the foregoing, if you are an the Grantee is a director or executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amendedAct), you understand the Grantee understands that you they may not be able to indemnify the Company or the Employer for the amount of any Tax-Related Items not collected from or paid by you because the Grantee, if the indemnification could be considered to be a loan. In this case, any income tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs not collected or paid may constitute a benefit to you the Grantee on which additional income tax and employee national insurance contributions National Insurance Contributions (“NICs”) may be payable. You understand The Grantee understands that you they will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing paying to the ​ ​ Company and/or the Employer Service Recipient (as appropriate) for the value amount of employee any NICs due on this additional benefit benefit, which may also be recovered from the Company and/or the Employer may recover from you Grantee by any of the means set forth referred to in Section 4 1 of the Agreement. VenezuelaExhibit B.

Responsibility for Taxes. This provision supplements Section 4 of the Agreement: Without limitation to Section 4 7 of the AgreementTerms and Conditions of Global Restricted Stock Unit Grant, you hereby agree Participant agrees that you are Participant is liable for all Tax-Related Items and hereby covenant covenants to pay all such Tax-Related Items, Items as and when requested by the Company or the Employer or by Her Majesty’s Revenue & Customs (“HMRC”) HMRC (or any other tax authority or any other relevant authority). You Participant also hereby agree agrees to indemnify and keep indemnified the Company and the Employer against any Tax-– Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority)) on Participant’s behalf. Notwithstanding the foregoing, if you are an Participant is a director or executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amendedAct), you understand that you Participant may not be able to indemnify the Company or the Employer for the amount of Tax-Related Items any income tax not collected from or paid by you because the indemnification could Participant, as it may be considered to be a loan. In this case, the amount of any income tax not collected or paid within ninety (90) 90 days of the end of the U.K. tax year in which an the event giving rise to the Tax-Tax- Related Items occurs may constitute a an additional benefit to you Participant on which additional income tax and employee national insurance contributions (“NICs”) NICs may be payable. You understand Participant understands that you Participant will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing paying the Company and/or the Employer (as appropriate) for the value of any employee NICs due on this additional benefit benefit, which may be obtained from Participant by the Company and/or or the Employer may recover from you by any of the means set forth referred to in Section 4 7 of the Agreement. VenezuelaTerms and Conditions of Global Restricted Stock Unit Grant.

Responsibility for Taxes. This provision The following supplements Section 4 7 of the Stock Unit Agreement: 6728180-v4\GESDMS – May 2021 25 Without limitation to Section 4 any provision of the Agreement, you hereby agree Participant agrees that you are Participant is liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested required by the Company or the Employer Employer, as applicable, or by Her Majesty’s Revenue & and Customs (“HMRC”) (or any other tax authority or any other relevant authority). You Participant also hereby agree agrees to indemnify and keep indemnified the Company and the Employer Employer, as applicable, against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your Participant’s behalf to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if you are Participant is an executive officer or director of the Company (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you understand Participant understands that you he or she may not be able to indemnify the Company or the Employer for the amount of any Tax-Related Items not collected from or paid by you because Participant, in case the indemnification could be considered to be a loan. In this case, any income tax not collected or paid within ninety (90) 90 days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items Tax Obligations occurs may constitute a benefit to you Participant on which additional income tax and employee national insurance National Insurance contributions (“NICs”) may be payabledue. You understand that you Participant will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or or the Employer (Employer, as appropriate) applicable, for the value of any employee NICs due on this additional benefit benefit, which the Company and/or the Employer may recover be recovered from you Participant by any of the means set forth referred to in Section 4 7 of the Stock Unit Agreement. Venezuela.

Responsibility for Taxes. This provision supplements The following provisions supplement Section 4 5 of the AgreementTerms and Conditions: Without limitation to Section 4 5 of the AgreementTerms and Conditions, you hereby agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Tax- Related Items, as and when requested by the Company or the Employer Employer, as applicable, or by Her Majesty’s 's Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also hereby agree to indemnify and keep indemnified the Company and the Employer Employer, as applicable, against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if you are an a director or executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amendedAct), you understand that you the terms of immediately foregoing provision may not be able to indemnify the Company or the Employer for the amount of Tax-Related Items not collected from or paid by you because apply in case the indemnification could be considered to be a loan. In this case, any the amount of the income tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs may constitute a benefit to you on which additional income tax and employee national insurance National Insurance contributions (“NICs”) may be payable. You understand that you will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or or the Employer (Employer, as appropriate) applicable, for the value of employee NICs any National Insurance contributions due on this additional benefit benefit, which may be recovered from you by the Company and/or or the Employer may recover from you at any time thereafter by any of the means set forth referred to in this Section 4 of the Agreement. Venezuela5.

Responsibility for Taxes. This The following provision supplements Section 4 of 8: “Tax Withholding” in the Agreement: Without limitation to Section 4 8 of the Agreement, you the Grantee hereby agree agrees that you are he or she is liable for all Tax-Related Items and hereby covenant covenants to pay all such Tax-Related Items, as and when requested by the Company or the Employer Service Recipient, as applicable, or by Her His Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You The Grantee also hereby agree agrees to indemnify and keep indemnified the Company and the Employer Service Recipient, as applicable, against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority)) on the Grantee’s behalf. ​ Notwithstanding the foregoing, if you are an the Grantee is a director or executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amendedAct), you understand the Grantee understands that you he or she may not be able to indemnify the Company or the Employer for the amount of any Tax-Related Items not collected from or paid by you because the Grantee, if the indemnification could be considered to be a loan. In this case, any income tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs not collected or paid may constitute a benefit to you the Grantee on which additional income tax and employee national insurance contributions National Insurance Contributions (“NICs”) may be payable. You understand The Grantee understands that you he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing paying to the Company and/or the Employer Service Recipient (as appropriate) for the value amount of employee any NICs due on this additional benefit benefit, which may also be recovered from the Company and/or the Employer may recover from you Grantee by any of the means set forth referred to in Section 4 8 of the Agreement. Venezuela​

Responsibility for Taxes. This The following provision supplements Section 4 of the Agreement1: “Responsibility for Taxes,” in Exhibit B: Without limitation to Section 4 of 1 in Exhibit B, the Agreement, you Optionee hereby agree agrees that you are the Optionee is liable for all Tax-Related Items and hereby covenant covenants to pay all such Tax-Related Items, as and when requested by the Company or the Employer Service Recipient, as applicable, or by Her His Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You The Optionee also hereby agree agrees to indemnify and keep indemnified the Company and the Employer Service Recipient, as applicable, against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority)) on the Optionee’s behalf. ​ Notwithstanding the foregoing, if you are an the Optionee is a director or executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amendedAct), you understand the Optionee understands that you the Optionee may not be able to indemnify the Company or the Employer for the amount of any Tax-Related Items not collected from or paid by you because the Optionee, if the indemnification could be considered to be a loan. In this case, any income tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs not collected or paid may constitute a benefit to you the Optionee on which additional income tax and employee national insurance contributions National Insurance Contributions (“NICs”) may be payable. You understand The Optionee understands that you the Optionee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing paying to the Company and/or the Employer Service Recipient (as appropriate) for the value amount of employee any NICs due on this additional benefit benefit, which may also be recovered from the Company and/or the Employer may recover from you Optionee by any of the means set forth referred to in Section 4 1 of the Agreement. VenezuelaExhibit B. ​

Responsibility for Taxes. This provision supplements The following provisions supplement Section 4 5 of the AgreementTerms and Conditions: Without limitation You must pay to Section 4 of the Agreement, you hereby agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or the Employer any amount of income tax due that the Company or by the Employer may be required to account to Her Majesty’s Revenue & and Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also hereby agree with respect to indemnify and keep indemnified the Company and event giving rise to the Employer against any Tax-Related Items (the “Taxable Event”) that they cannot be satisfied by the means described in this Section 5. If payment or withholding of the income tax is not made within 90 days of the end of the U.K. tax year in which the Taxable Event occurs or such other period as required under U.K. law (the “Due Date”), you agree that the amount of any uncollected income tax will (assuming you are required not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended)) constitute a loan owed by you to pay the Company or withhold or have paid or the Employer (as applicable), effective on the Due Date. You agree that the loan will pay on bear interest at the then-current HMRC official rate and it will be immediately due and repayable, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in this Section 5. If you fail to comply with your behalf obligations in connection with the income tax due as described in this Section 5, the Company may refuse to HMRC (or any other tax authority or any other relevant authority)deliver the Shares acquired under the Plan. Notwithstanding the foregoing, if you are an a director or executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you understand will not be eligible for such a loan to cover the income tax due. In the event that you may not be able to indemnify are a director or executive officer and the Company or the Employer for the amount of Tax-Related Items income tax due is not collected from or paid by you because by the indemnification could be considered to be a loan. In this caseDue Date, the amount of any income uncollected tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs may constitute a benefit to you on which additional income tax and employee national insurance contributions (“NICs”) may be payable. You understand that you will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or or the Employer (Employer, as appropriate) applicable, for the value of employee NICs any national insurance contributions due on this additional benefit which benefit. You acknowledge Exhibit 10.79 that the Company and/or or the Employer may recover from you any such national insurance contributions at any time thereafter by any of the means set forth referred to in this Section 4 of the Agreement. Venezuela5.

Responsibility for Taxes. This The following provision supplements Section 4 of 6: “Tax Withholding” in the Agreement: Without limitation to Section 4 6 of the Agreement, you the Grantee hereby agree agrees that you are he or she is liable for all Tax-Related Items and hereby covenant covenants to pay all such Tax-Related Items, as and when requested by the Company or the Employer Service Recipient, as applicable, or by Her His Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You The Grantee also hereby agree agrees to indemnify and keep indemnified the Company and the Employer Service Recipient, as applicable, against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority)) on the Grantee’s behalf. ​ Notwithstanding the foregoing, if you are an the Grantee is a director or executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amendedAct), you understand the Grantee understands that you he or she may not be able to indemnify the Company or the Employer for the amount of any Tax-Related Items not collected from or paid by you because the Grantee, if the indemnification could be considered to be a loan. In this case, any income tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs not collected or paid may constitute a benefit to you the Grantee on which additional income tax and employee national insurance contributions National Insurance Contributions (“NICs”) may be payable. You understand The Grantee understands that you he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing paying to the Company and/or the Employer Service Recipient (as appropriate) for the value amount of employee any NICs due on this additional benefit benefit, which may also be recovered from the Company and/or the Employer may recover from you Grantee by any of the means set forth referred to in Section 4 6 of the Agreement. Venezuela​

Responsibility for Taxes. This provision supplements Section 4 of the Agreement: Without limitation to Section 4 of the Agreement, you hereby agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by Her Majesty’s HM Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also hereby agree to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if you are an executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you understand that you may not be able to indemnify the Company or the Employer for the amount Addendum-20 of Tax-Related Items not collected from or paid by you because the indemnification could be considered to be a loan. In this case, any income tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs may constitute a benefit to you on which additional income tax and employee national insurance contributions (“NICs”) may be payable. You understand that you will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer (as appropriate) for the value of employee NICs due on this additional benefit which the Company and/or the Employer may recover from you by any of the means set forth in Section 4 of the Agreement. Venezuela

Responsibility for Taxes. This provision supplements Section 4 of the Agreement: Without limitation You agree that, if you do not pay or the Employer or the Company does not withhold from you the full amount of income tax due in connection with the MSUs within 90 days after the end of the U.K. year in which the taxable event occurs, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Xxx 0000, (the “Due Date”) then the amount of income tax that should have been withheld shall constitute a loan owed by you to the Employer, effective or the Due Date. You agree that the loan will bear interest at Her Majesty’s Revenue & Customs’ (“HMRC”) official rate and will be immediately due and repayable by you, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in Section 4 of the Agreement, you hereby agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also hereby agree to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if you are an a director or executive officer or director of the Company (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you understand the terms of the immediately foregoing provision will not apply. In the event that you may not be able to indemnify are a director or executive officer and the Company or the Employer for the amount of Tax-Related Items income tax that is due is not collected from or paid by you because by the indemnification could be considered to be a loan. In this caseDue Date, the amount of any uncollected income tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs may constitute a benefit to you on which additional income tax and employee national insurance contributions (“NICs”) may be payable. You understand that you will may be responsible for reporting and paying any income tax due on this additional benefit directly to the HMRC under the self-assessment regime and for reimbursing the Company and/or or the Employer (as appropriate) for the value of any employee NICs national insurance contributions due on this additional benefit benefit, which the Company and/or or the Employer may recover from you by any of the means set forth referred to in Section 4 of the Agreement. Venezuela

Responsibility for Taxes. This provision supplements Section 4 9 of the Agreement: Without limitation to Section 4 of the Agreement, you hereby agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also hereby agree to indemnify and keep indemnified the Company and the Addendum-19 Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if you are an executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you understand that you may not be able to indemnify the Company or the Employer for the amount of Tax-Related Items not collected from or paid by you because the indemnification could be considered to be a loan. In this case, any income tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs may constitute a benefit to you on which additional income tax and employee national insurance contributions (“NICs”) may be payable. You understand that you will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer (as appropriate) for the value of employee NICs due on this additional benefit which the Company and/or the Employer may recover from you by any of the means set forth in Section 4 9 of the Agreement. Venezuela

Responsibility for Taxes. This provision supplements The following provisions supplement Section 4 5 of the AgreementTerms and Conditions: Without limitation to Section 4 5 of the AgreementTerms and Conditions, you hereby agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Tax- Related Items, as and when requested by the Company or the Employer Employer, as applicable, or by Her Majesty’s 's Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also hereby agree to indemnify and keep indemnified the Company and the Employer Employer, as applicable, against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if you are an a director or executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amendedAct), you understand that you the terms of immediately foregoing provision may not be able to indemnify apply in the Company or the Employer for the amount of Tax-Related Items not collected from or paid by you because case the indemnification could be considered to be a loan. In this case, any the amount of the income tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs may constitute a benefit to you on which additional income tax and employee national insurance National Insurance contributions (“NICs”) may be payable. You understand that you will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or or the Employer (Employer, as appropriate) applicable, for the value of employee NICs any National Insurance contributions due on this additional benefit benefit, which may be recovered from you by the Company and/or or the Employer may recover from you at any time thereafter by any of the means set forth referred to in Section 4 5 of the Terms and Conditions. [End of Agreement. Venezuela] 91040178.3 LA\4237610.1 LA\4237610.2

Responsibility for Taxes. This provision supplements The following provisions supplement Section 4 7 of the Agreement: Without limitation to Section 4 7 of the Agreement, you hereby agree the Participant agrees that you are the Participant is liable for all Tax-Related Items and hereby covenant covenants to pay all such Tax-Related Items, Items as and when requested by the Company or the Employer or by Her Majesty’s Revenue & and Customs (“HMRC”) (or any other tax authority or any other relevant authority). You The Participant also hereby agree agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items taxes that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority)) on the Participant’s behalf. Notwithstanding the foregoing, if you are an the Participant is a director or executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amendedAct), you understand that you may the terms of the immediately foregoing provision will not be able to indemnify the Company or the Employer for apply. In such case, if the amount of Tax-Related Items any income tax due is not collected from or paid by you because the indemnification could be considered to be a loan. In this case, any income tax not collected or paid Participant within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs indemnification described above occurs, the amount of any uncollected income tax may constitute a benefit to you the Participant on which additional income tax and employee national insurance National Insurance contributions (“NICs”) may be payable. You understand The Participant understands that you he or she will be responsible for paying and reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or or the Employer (Employer, as appropriate) applicable, for the value of any employee NICs due on this additional benefit benefit, which the Company and/or or the Employer Employer, as applicable, may recover from you the Participant at any time thereafter by any of the means set forth in Section 4 7 of the Agreement. VenezuelaUZBEKISTAN There are no country specific provisions. VIETNAM

Responsibility for Taxes. This provision supplements Section 4 of the AgreementPerformance Share Unit Agreement and Section 1 of the Terms and Conditions for Non-U.S. Participants: Without limitation to Section 4 of the AgreementPerformance Share Unit Agreement and Section 1 of the Terms and Conditions for Non-U.S. Participants, you hereby agree the Participant agrees that you are the Participant is liable for all Tax-Related Items and hereby covenant covenants to pay all such Tax-Related Items, Items as and when requested by the Company or the Employer or by Her Majesty’s HM Revenue & and Customs (“HMRC”) (or any other tax authority or any other relevant authority). You The Participant also hereby agree agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Tax- Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority)) on the Participant’s behalf. Notwithstanding the foregoing, if you are an the Participant is a director or executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amendedAct), you understand the Participant understands that you he or she may not be able to indemnify the Company or the Employer for the amount of any Tax-Related Items not collected from or paid by you because the Participant, in case the indemnification could be considered to be a loan. In this case, any income tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs not collected or paid may constitute a benefit to you the Participant on which additional income tax and employee national insurance National Insurance contributions (“NICs”) may be payable. You understand The Participant understands that you he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing paying to the Company and/or the Employer (as appropriate) for the value amount of employee any NICs due on this additional benefit benefit, which may also be obtained from the Company and/or the Employer may recover from you Participant by any of the means set forth referred to in Section 4 of the Agreement. VenezuelaPerformance Share Unit Agreement or Section 1 of the Terms and Conditions for Non-U.S. Participants.

Responsibility for Taxes. This provision supplements Section 4 of the Agreement: Without limitation You agree that, if you do not pay or the Employer or the Company does not withhold from you the full amount of income tax due in connection with the MSUs within 90 days after the end of the U.K. year in which the taxable event occurs, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Xxx 0000, (the “Due Date”) then the amount of income tax that should have been withheld shall constitute a loan owed by you to the Employer, effective or the Due Date. You agree that the loan will bear interest at Her Majesty’s Revenue & Customs’ (“HMRC”) official rate and will be immediately due and repayable by you, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in Section 4 of the Agreement, you hereby agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also hereby agree to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if you are an a director or executive officer or director of the Company (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you understand the terms of the immediately foregoing provision will not apply. In the event that you may not be able to indemnify are a director or executive officer and the Company or the Employer for the amount of Tax-Related Items income tax that is due is not collected from or paid by you because by the indemnification could be considered to be a loan. In this caseDue Date, the amount of any uncollected income tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs may constitute a benefit to you on which additional income tax and employee national insurance contributions (“NICs”) may be payable. You understand that you will may be responsible for reporting and paying any income tax due on this additional benefit directly to the HMRC under the self-assessment regime and for reimbursing the Company and/or or the Employer (as appropriate) for the value of any employee NICs national insurance contributions due on this additional benefit benefit, which the Company and/or or the Employer may recover from you by any of the means set forth referred to in Section 4 of the Agreement. Venezuela.

Responsibility for Taxes. This The following provision supplements Section 4 of the Agreement1: “Responsibility for Taxes” in Exhibit B: Without limitation to Section 4 1 of Exhibit B, the Agreement, you Grantee hereby agree agrees that you they are liable for all Tax-Related Items and hereby covenant covenants to pay all such Tax-Related Items, as and when requested by the Company or the Employer Service Recipient, as applicable, or by Her His Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You The Grantee also hereby agree agrees to indemnify and keep indemnified the Company and the Employer Service Recipient, as applicable, against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority)) on the Grantee’s behalf. Notwithstanding the foregoing, if you are an the Grantee is a director or executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amendedAct), you understand the Grantee understands that you they may not be able to indemnify the Company or the Employer for the amount of any Tax-Related Items not collected from or paid by you because the Grantee, if the indemnification could be considered to be a loan. In this case, any income tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs not collected or paid may constitute a benefit to you the Grantee on which additional income tax and employee national insurance contributions National Insurance Contributions (“NICs”) may be payable. You understand The Grantee understands that you they will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing paying to the ​ ​ Company and/or the Employer Service Recipient (as appropriate) for the value amount of employee any NICs due on this additional benefit benefit, which may also be recovered from the Company and/or the Employer may recover from you Grantee by any of the means set forth referred to in Section 4 1 of the Agreement. VenezuelaExhibit B.

Responsibility for Taxes. This provision supplements Section 4 10 of the Agreement: Without limitation to Section 4 of the AgreementYou agree that, if you hereby agree that you are liable for all Tax-Related Items and hereby covenant to do not pay all such Tax-Related Items, as and when requested by the Company or the Employer or the Company does not withhold from you the full amount of income tax that you owe at vesting, or the release or assignment of the RSUs for consideration, or the receipt of any other benefit in connection with the RSUs (the “Due Date”) within 90 days after the Due Date, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, then the amount that should have been withheld shall constitute a loan owed by you to the Employer, effective 90 days after the Due Date. You agree that the loan will bear interest at the Her Majesty’s Revenue & and Customs (“HMRC”) (official rate and will be immediately due and repayable by you, and the Company and/or the Employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other tax authority funds due to you by the Company or any other relevant authority)Employer, by withholding in shares issued at settlement or from the cash proceeds from the sale of shares or by demanding cash or a cheque from you. You also hereby agree to indemnify and keep indemnified authorize the Company to delay the issuance of any shares unless and until the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority)loan is repaid in full. Notwithstanding the foregoing, if you are an executive officer or director of the Company (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amendedAct), you understand the terms of the immediately foregoing provision will not apply. In the event that you may not be able to indemnify the Company are an executive officer or the Employer for the amount of Tax-Related Items director and income tax is not collected from or paid by you because the indemnification could be considered to be a loan. In this case, any income tax not collected or paid within ninety (90) 90 days of the end Due Date, the amount of the U.K. any uncollected income tax year in which an event giving rise to the Tax-Related Items occurs may constitute a benefit to you on which additional income tax and employee national insurance contributions National Insurance Contributions (“NICs”) (including Employer NICs, as defined below) may be payable. You understand acknowledge that the Company or the Employer may recover any such additional income tax and NICs (including Employer NICs, as defined below) at any time thereafter by any of the means referred to in Section 10 of the Agreement, although you acknowledge that you ultimately will be responsible for reporting and paying any income tax or NICs (including Employer NICs, as defined below) due on this additional benefit directly to the HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer (as appropriate) for the value of employee NICs due on this additional benefit which the Company and/or the Employer may recover from you by any of the means set forth in Section 4 of the Agreement. Venezuelaregime.

Responsibility for Taxes. This The following provision supplements Section 4 of the Agreement1: “Responsibility for Taxes,” in Exhibit B: Without limitation to Section 4 of 1 in Exhibit B, the Agreement, you Optionee hereby agree agrees that you are the Optionee is liable for all Tax-Related Items and hereby covenant covenants to pay all such Tax-Related Items, as and when requested by the Company or the Employer Service Recipient, as applicable, or by Her His Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You The Optionee also hereby agree agrees to indemnify and keep indemnified the Company and the Employer Service Recipient, as applicable, against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority)) on the Optionee’s behalf. ​ ​ Notwithstanding the foregoing, if you are an the Optionee is a director or executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amendedAct), you understand the Optionee understands that you the Optionee may not be able to indemnify the Company or the Employer for the amount of any Tax-Related Items not collected from or paid by you because the Optionee, if the indemnification could be considered to be a loan. In this case, any income tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs not collected or paid may constitute a benefit to you the Optionee on which additional income tax and employee national insurance contributions National Insurance Contributions (“NICs”) may be payable. You understand The Optionee understands that you the Optionee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing paying to the Company and/or the Employer Service Recipient (as appropriate) for the value amount of employee any NICs due on this additional benefit benefit, which may also be recovered from the Company and/or the Employer may recover from you Optionee by any of the means set forth referred to in Section 4 1 of the Agreement. VenezuelaExhibit B. ​

Responsibility for Taxes. This provision supplements Section 4 of the Agreement: Without limitation to Section 4 of the Agreement, you hereby agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by Her Majesty’s HM Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also hereby agree to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if you are an executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you understand that you may not be able to indemnify the Company or the Employer for the amount of Tax-Related Items not collected from or paid by you because the indemnification could be considered to be a loan. In this case, any income tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs may constitute a benefit to you on which additional income tax and employee national insurance contributions (“NICs”) may be payable. You understand that you will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer (as appropriate) for the value of employee NICs due on this additional benefit which the Company and/or the Employer may recover from you by any of the means set forth in Section 4 of the Agreement. Venezuela.

Responsibility for Taxes. This provision supplements Section 4 9 of the Agreement: Without limitation to Section 4 of the Agreement, you hereby agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by Her Majesty’s HM Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also hereby agree to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority). Addendum-18 Notwithstanding the foregoing, if you are an executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you understand that you may not be able to indemnify the Company or the Employer for the amount of Tax-Related Items not collected from or paid by you because the indemnification could be considered to be a loan. In this case, any income tax not collected or paid within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs may constitute a benefit to you on which additional income tax and employee national insurance contributions (“NICs”) may be payable. You understand that you will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer (as appropriate) for the value of employee NICs due on this additional benefit which the Company and/or the Employer may recover from you by any of the means set forth in Section 4 9 of the Agreement. Venezuela