Common use of Responsibility for Taxes Clause in Contracts

Responsibility for Taxes. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe 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”) 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 (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including, but not limited to, the grant or vesting of the Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or any Dividend Equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to 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.

Responsibility for Taxes. (ai) The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, any member of or the Company Group that legally employs the employee Participant’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe 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 the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including, but not limited to, the grant grant, vesting or vesting settlement of the Units, the issuance of Shares upon settlement of the Units, the subsequent sale of shares of Stock Shares acquired pursuant to such settlement issuance and the receipt of any dividends and/or any Dividend Equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is has become subject to Tax-Related Items 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.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-tax related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“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 (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the UnitsOption, including, but not limited to, the grant grant, vesting or vesting exercise of the UnitsOption, the subsequent sale of shares of Stock Shares acquired pursuant to such settlement exercise and the receipt of any dividends and/or any Dividend Equivalentsdividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to 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.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee (the “Employer”)Company, the ultimate liability for all income tax, social insurance, payroll tax, employment tax, fringe benefits benefit 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 in its discretion to be an appropriate charge to Participant even if legally applicable to the Company (“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 EmployerCompany. The Participant further acknowledges that the Company and/or the Employer (1i) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the UnitsRSUs, including, but not limited to, the grant or vesting of the UnitsRSUs or any related Dividend Equivalents, the subsequent sale of shares of Stock Shares acquired pursuant to such settlement upon vesting, and the receipt of any dividends and/or any Dividend Equivalentsdividends; and (2ii) do does not commit to and are is under no obligation to structure the terms of the grant or any aspect of the Units RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to 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.

Responsibility for Taxes. (a) The Participant acknowledges and agrees that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee Subsidiary to which Participant is providing services (the “EmployerService Recipient”), the ultimate liability for all income tax, social insurance, payroll tax, fringe 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”) is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the EmployerService Recipient. The Participant further acknowledges that the Company and/or the Employer Service Recipient: (1i) 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 or vesting of the Restricted Stock Units, or the subsequent sale of shares of Stock Shares acquired pursuant to such settlement at vesting and the receipt of any dividends and/or any Dividend Equivalentsdividends; and (2ii) do not commit to and are under no obligation to structure the terms of the 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. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer Service Recipient (or former employerservice recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe 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 or deemed by the Company or the Employer in its discretion to be an appropriate charge to the Participant even if legally applicable to the Company or the Employer (“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 the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the UnitsRestricted Unit Award, including, but not limited to, the grant grant, vesting or vesting settlement of the Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or any Dividend EquivalentsRestricted Unit Award; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units Restricted Unit Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to 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.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe 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”) 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 the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the UnitsOption, including, but not limited to, the grant grant, vesting or vesting exercise of the UnitsOption, the subsequent sale of any shares of Stock acquired pursuant to such settlement exercise and the receipt of any dividends and/or any Dividend Equivalentsdividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to 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 the relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Company and/or the Employer, or their respective agents, at their discretion, may satisfy, or allow the Participant to satisfy, the withholding obligation with regard to all Tax-Related Items by any of the following:

Responsibility for Taxes. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee Participant's employer (the “"Employer”), the ultimate liability for all income taxtax (whether foreign, federal, state or local), social insurance, payroll tax, fringe benefits tax, payment on account or and other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (the “Tax-Related Items”) is and remains the Participant’s responsibility as it may come due 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 (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the UnitsRSUs, including, but not limited to, the grant or vesting of the Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or any Dividend Equivalents; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to 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. In addition, the Participant further acknowledges that Tax-Related Items may be incurred at different times.

Responsibility for Taxes. (ai) The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, any member of or the Company Group that legally employs the employee Participant’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe 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 the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including, but not limited to, the grant grant, vesting or vesting settlement of the Units, the issuance of Shares upon settlement of the Units, the subsequent sale of shares of Stock Shares acquired pursuant to such settlement issuance and the receipt of any dividends [and/or any Dividend Equivalentsdividend equivalents]; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is has become subject to Tax-Related Items tax 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 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.

Responsibility for Taxes. (ai) The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, any member of or the Company Group that legally employs the employee Participant’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe 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 the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including, but not limited to, the grant grant, vesting or vesting settlement of the Units, the issuance of Shares upon settlement of the Units, the subsequent sale of shares of Stock Shares acquired pursuant to such settlement issuance and the receipt of any dividends and/or any Dividend Equivalentsdividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is has become subject to Tax-Related Items 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.

Responsibility for Taxes. (ai) The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, any member of or the Company Group that legally employs the employee Participant’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe 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 the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including, but not limited to, the grant grant, vesting or vesting settlement of the Units, the issuance of Shares upon settlement of the Units, the subsequent sale of shares of Stock Shares acquired pursuant to such settlement issuance and the receipt of any dividends and/or any Dividend Equivalentsdividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, 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.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee Participant's employer (the “"Employer”), the ultimate liability for all income taxtax (whether foreign, federal, state or local), social insurance, payroll tax, fringe benefits tax, payment on account or and other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (the “Tax-Related Items”) is and remains the Participant’s responsibility as it may come due 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 (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the UnitsRSUs, including, but not limited to, the grant or vesting of the Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or any Dividend Equivalents; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to 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. In addition, the Participant further acknowledges that Tax-Related Items may be incurred at different times.

Responsibility for Taxes. (a) The Participant Grantee acknowledges that, regardless of any action taken by the Company or, if different, any member of or the Company Group that legally employs the employee (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe 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”) ), is and remains the ParticipantGrantee’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant Grantee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the UnitsPerformance Units or the Dividend Equivalents, including, but not limited to, the grant grant, vesting or vesting settlement of the Performance Units, the subsequent sale of shares of Stock Shares acquired pursuant to such settlement and the receipt or payment of any dividends and/or or any Dividend Equivalents; Equivalents and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance Units or the Dividend Equivalents to reduce or eliminate the ParticipantGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant Grantee is subject to Tax-Related Items in more than one jurisdiction, 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.

Responsibility for Taxes. (a) The Participant acknowledges and agrees that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee Subsidiary to which Participant is providing services (the “EmployerService Recipient”), the ultimate liability for all income tax, social insurance, payroll tax, fringe 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”) is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the EmployerService Recipient. The Participant further acknowledges that the Company and/or the Employer Service Recipient: (1i) 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 or vesting of the Restricted Stock Units, or the subsequent sale of shares of Stock Shares acquired pursuant to such settlement at vesting and the receipt of any dividends and/or any Dividend Equivalentsdividends; and (2ii) do not commit to and are under no obligation to structure the terms of the 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. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer Service Recipient (or former employerservice recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, Employer takes with respect to any member of the Company Group that legally employs the employee (the “Employer”), the ultimate liability for or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable or deemed applicable to the Participant (the “Tax-Related Items”) ), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility of the Participant and may exceed the amount, if any, amount actually withheld by the Company or the Employer, if any. The Participant further acknowledges that the Company and/or the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including, but not limited to, the grant or vesting of the Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or any Dividend EquivalentsItems; and (2b) do not commit to and are under no obligation to structure the terms of the grant of rights or any aspect of the Units Participant’s participation in the Plan to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is has become subject to 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. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan Program and legally applicable to the Participant (“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 (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the UnitsAward, including, but not limited to, the grant or vesting payment of the UnitsAward, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or any Dividend Equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to 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.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless Regardless of any action taken by the Company or, or the Participant’s employer (if different, any member of the Company Group that legally employs the employee ) (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and Program that are 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 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 further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this RSU or the Unitsunderlying Shares, including, but not limited to, including the grant or vesting of this RSU, the Unitsissuance of Shares on the applicable vesting date, the subsequent sale of shares any Shares acquired at vesting of Stock acquired pursuant to such settlement the RSU and the receipt of any dividends and/or any Dividend Equivalentsdividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units RSU to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is becomes subject to 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.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless Regardless of any action taken by the Company or, or the Participant’s employer (if different, any member of the Company Group that legally employs the employee ) (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and Program that are 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 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 further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this PRSU or the Unitsunderlying Shares, including, but not limited to, including the grant or vesting of this PRSU, the Unitsissuance of Shares, the subsequent sale of shares any Shares acquired at vesting of Stock acquired pursuant to such settlement the PRSU and the receipt of any dividends and/or any Dividend Equivalentsdividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units PRSU to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is becomes subject to 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.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee Participant's employer (the “"Employer”), the ultimate liability for all income taxtax (whether foreign, federal, state or local), social insurance, payroll tax, fringe benefits tax, payment on account or and other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (the “Tax-Related Items”) is and remains the Participant’s responsibility as it may come due 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 (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the UnitsRSUs, including, but not limited to, the grant or vesting of the Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or any Dividend Equivalents; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to 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.. In addition, the Participant further acknowledges that Tax-Related Items may be incurred at different times. (b)

Responsibility for Taxes. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-tax related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“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 (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the UnitsOption, including, but not limited to, the grant grant, vesting or vesting exercise of the UnitsOption, the subsequent sale of shares of Stock Shares acquired pursuant to such settlement exercise and the receipt of any dividends and/or any Dividend Equivalentsdividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to 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.. 408098220-v3\NA_DMS

Responsibility for Taxes. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, Employer takes with respect to any member of the Company Group that legally employs the employee (the “Employer”), the ultimate liability for or all income tax, social insurance, payroll tax, fringe 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 (the “Tax-Related Items”) ), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility of the Participant and may exceed the amount, if any, amount actually withheld by the Company or the Employer, if any. The Participant further acknowledges that the Company and/or the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including, but not limited to, the grant or vesting of the Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or any Dividend EquivalentsItems; and (2b) do not commit to and are under no obligation to structure the terms of the grant of rights or any aspect of the Units Participant’s participation in the Plan to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is has become subject to 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. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-tax related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“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 (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the UnitsOption, including, but not limited to, the grant grant, vesting or vesting exercise of the UnitsOption, the subsequent sale of shares of Stock Shares acquired pursuant to such settlement exercise and the receipt of any dividends and/or any Dividend Equivalentsdividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one 408098220-v3\NA_DMS 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.