Common use of Tax Acknowledgment Clause in Contracts

Tax Acknowledgment. The following information supplements the information regarding Tax-Related Items in the Acknowledgment of Conditions section of the Award Agreement: If payment or withholding of the income tax due is not made within 90 days of the event giving rise to the Tax-Related Items or such other period specified in Section 222(1) (c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), the amount of any uncollected Tax-Related Items shall constitute a loan owed by the Participant to the Employer, effective on the Due Date. The Participant agrees that the loan will bear interest at the then-current Her Majesty’s Revenue and Customs (“HMRC”) official rate; it will be immediately due and repayable. Notwithstanding the foregoing, if the Participant is an officer or executive director (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of this provision will not apply to the Participant. In the event that the Participant is an officer or director, as defined above, and Tax-Related Items are not collected from or paid by the Participant by the Due Date, the amount of any uncollected Tax-Related Items may constitute a benefit to the Participant on which additional income tax and National Insurance Contributions may be payable. The Participant acknowledges the Corporation or the Employer may recover it at any time thereafter by any of the means referred to in the Award Agreement. The Participant authorizes the Corporation to withhold the transfer of any shares unless and until the loan is repaid in full. XXXXXXXX-XXXXX CORPORATION PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (effective February 26, 2009) This Award, granted on the date approved by the Committee or the Chief Executive Officer, as the case may be, and as reflected on the Xxxxxxx Xxxxx Benefits OnLine site, or any successor system, via the Grant Summary screen as the Grant Date, by Xxxxxxxx-Xxxxx Corporation, a Delaware corporation (hereinafter called the "Corporation"), is subject to the terms and conditions of the 2001 Equity Participation Plan (the “Plan”) and this Award Agreement, including any country-specific terms and conditions contained in Appendix A to this Award Agreement.

Tax Acknowledgment. The following information supplements provisions supplement Section 9 of the information Agreement: By accepting the Non-Qualified Stock Options, and regardless of any action the Company or the Participant’s employing company (the “Employer”) takes with respect to any or all income tax, National Insurance contributions, payment on account or other tax-related withholding due in connection with or otherwise related to the Non-Qualified Stock Options or Shares acquired by the Participant pursuant to the exercise or part exercise of the Non-Qualified Stock Options or otherwise in connection with the participation of the Participant in the Plan (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. By accepting the Non-Qualified Stock Options, the Participant further acknowledges that the Company and/or the Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in the Acknowledgment of Conditions section connection with any aspect of the Award Agreement: If payment Non-Qualified Stock Options, including the grant, vesting or withholding exercise of the income tax due is Non-Qualified Stock Options or any part of it, the subsequent sale or disposal of Shares acquired by the Participant pursuant to such exercise (or part exercise) and the receipt of any dividends; and (b) do not made within 90 days commit to and are under no obligation to structure the terms of the event giving rise grant or any aspect of the Non-Qualified Stock Options to reduce or eliminate the Participant’s liability for Tax-Related Items or such other period specified achieve any particular tax result. Further, if the Participant becomes subject to taxation in Section 222(1more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Participant acknowledges by accepting the Non-Qualified Stock Options that the Company and/or the Employer (or former employer, as applicable) (c) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the exercise or part exercise of the U.K. Income Tax (Earnings Non-Qualified Stock Options, or any other event or circumstance giving rise to Tax-Related Items, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and Xxxxxxxx) Xxx 0000 (payment on account obligations for Tax-Related Items of the “Due Date”)Company and/or the Employer. Without limitation to the above, the Company or any Affiliate shall be entitled to withhold, and the Participant shall be obliged to pay, the amount of any uncollected Tax-Related Items shall constitute a loan owed income tax and/or National Insurance contributions legally payable by the Participant to (including any amount of employer’s National Insurance contributions, where the Employer, effective on liability for the Due Date. The Participant agrees that the loan will bear interest at the then-current Her Majestyemployer’s Revenue and Customs (“HMRC”) official rate; it will contributions can be immediately due and repayable. Notwithstanding the foregoing, if the Participant is an officer or executive director (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of this provision will not apply passed to the Participant. In ) attributable to or payable in connection with or pursuant to the event that grant, vesting, exercise, release, cancellation or assignment of the Participant is an officer Non-Qualified Stock Options (or directorany part of them) or otherwise in connection with the acquisition, as defined above, and Tax-Related Items are not collected from disposal or paid sale of Shares acquired by the Participant by the Due Date, the amount of any uncollected Tax-Related Items may constitute a benefit pursuant to the Participant on which additional income tax and National Insurance Contributions may be payable. The Participant acknowledges the Corporation exercise or the Employer may recover it at any time thereafter by any part exercise of the means referred to in the Award AgreementNon-Qualified Stock Options. The Participant authorizes the Corporation Company and/or the Employer, or their respective agents, to withhold the transfer of any shares unless and until the loan is repaid in full. XXXXXXXXall applicable Tax-XXXXX CORPORATION PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (effective February 26, 2009) This Award, granted on the date approved Related Items legally payable by the Committee Participant by one or the Chief Executive Officer, as the case may be, and as reflected on the Xxxxxxx Xxxxx Benefits OnLine site, or any successor system, via the Grant Summary screen as the Grant Date, by Xxxxxxxx-Xxxxx Corporation, a Delaware corporation (hereinafter called the "Corporation"), is subject to the terms and conditions combination of the 2001 Equity Participation Plan (the “Plan”) and this Award Agreement, including any country-specific terms and conditions contained in Appendix A to this Award Agreement.following:

Tax Acknowledgment. The following information supplements provisions supplement Section 6 of the information Agreement: By accepting this Incentive Cash Award, and regardless of any action the Company or the Participant's employing company (the “Employer”) takes with respect to any or all income tax, National Insurance contributions, payment on account or other tax-related withholding due in connection with or otherwise related to the Incentive Cash Award acquired by the Participant or otherwise in connection with the participation of the Participant in the Plan (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. By accepting this Incentive Cash Award, the Participant further acknowledges that the Company and/or the Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Incentive Cash Award, including but not limited to the Acknowledgment grant, or vesting, of Conditions section this Incentive Cash Award or any part of it; and (b) do not commit to and are under no obligation to structure the terms of the Award Agreement: If payment grant or withholding any aspect of the income tax due is not made within 90 days of Incentive Cash Award to reduce or eliminate the event giving rise to the Participant's liability for Tax-Related Items or achieve any particular tax result. 66098v1 Further, if the Participant becomes subject to taxation in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Participant acknowledges by accepting the Incentive Cash Award 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 vesting of the Incentive Cash Award, or any other event or circumstance giving rise to Tax-Related Items, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations for Tax-Related Items of the Company and/or the Employer. Without limitation to the above, the Company or any Affiliate shall be entitled to withhold, and the Participant shall be obliged to pay, the amount of any income tax and/or National Insurance contributions legally payable by the Participant attributable to or payable in connection with or pursuant to the grant, or vesting, of the Incentive Cash Award or otherwise in connection with the Incentive Cash Award acquired by the Participant. The Participant authorizes the Company and/or the Employer, or their respective agents, to withhold all applicable Tax-Related Items legally payable by the Participant by withholding from the Participant's Incentive Cash Award, wages or other cash compensation paid to the Participant by the Company or the Employer or any Affiliate. The Incentive Cash Award may not be paid to the Participant upon vesting if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items. The Participant agrees that if the Employer or the Company does not withhold or otherwise collect the full amount of Tax-Related Items that the Participant owes on account of the occurrence of a taxable event in connection with the Incentive Cash Award (the “Chargeable Event”) from the Participant within 90 days after the Chargeable Event or such other period specified in Section 222(1) (c) of the as required by U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 law (the “Due Date”), then the amount of any uncollected Tax-Related Items that should have been withheld or collected shall constitute a loan owed by the Participant to the Employer, effective on the Due Date. The Participant agrees that the loan will bear interest at the then-current Official Rate of Her Majesty’s Revenue and & Customs (“HMRC”) official rate; and it will be immediately due and repayablerepayable by the Participant and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to above. Notwithstanding the foregoing, if the Participant is an executive officer or executive director (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of this the provision above will not apply to the Participant. In the event that the Participant is an officer or director, as defined above, and Tax-Related Items are not collected from or paid by the Participant by the Due Date, the amount of any uncollected Tax-Related Items may constitute a benefit to the Participant on which additional income tax and National Insurance Contributions may be payableapply. The Participant acknowledges the Corporation or the Employer may recover it at any time thereafter by any of the means referred to in the Award Agreement. The Participant also authorizes the Corporation Company to withhold the transfer payment of any shares cash upon vesting of the Incentive Cash Award unless and until the loan is repaid in full. XXXXXXXX-XXXXX CORPORATION PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (effective February 26, 2009) This Award, granted on the date approved by the Committee or the Chief Executive Officer, as the case may be, and as reflected on the Xxxxxxx Xxxxx Benefits OnLine site, or any successor system, via the Grant Summary screen as the Grant Date, by Xxxxxxxx-Xxxxx Corporation, a Delaware corporation (hereinafter called the "Corporation"), is subject to the terms and conditions of the 2001 Equity Participation Plan (the “Plan”) and this Award Agreement, including any country-specific terms and conditions contained in Appendix A to this Award Agreement.

Tax Acknowledgment. The following information supplements the information regarding Tax-Related Items in the Acknowledgment of Conditions section of the Award Agreement: If payment or withholding of the income tax due is not made within 90 days of the event giving rise to the Tax-Related Items or such other period specified in Section 222(1) (c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), the amount of any uncollected Tax-Related Items shall constitute a loan owed by the Participant to the Employer, effective on the Due Date. The Participant agrees that the loan will bear interest at the then-current Her Majesty’s Revenue and Customs (“HMRC”) official rate; it will be immediately due and repayable. Notwithstanding the foregoing, if the Participant is an officer or executive director (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of this provision will not apply to the Participant. In the event that the Participant is an officer or director, as defined above, and Tax-Related Items are not collected from or paid by the Participant by the Due Date, the amount of any uncollected Tax-Related Items may constitute a benefit to the Participant on which additional income tax and National Insurance Contributions may be payable. The Participant acknowledges the Corporation or the Employer may recover it at any time thereafter by any of the means referred to in the Award Agreement. The Participant authorizes the Corporation to withhold the transfer of any shares unless and until the loan is repaid in full. XXXXXXXX-XXXXX CORPORATION PERFORMANCE TIME-VESTED RESTRICTED STOCK SHARE UNIT AWARD AGREEMENT (effective February 26April 29, 2009) This Award, granted on the date approved by the Committee or the Chief Executive Officer, as the case may be, and as reflected on the Xxxxxxx Xxxxx Benefits OnLine site, or any successor system, via the Grant Summary screen as the Grant Date, by Xxxxxxxx-Xxxxx Corporation, a Delaware corporation (hereinafter called the "Corporation"), is subject to the terms and conditions of the 2001 Equity Participation Plan (the “Plan”) and this Award Agreement, including any country-specific terms and conditions contained in Appendix A to this Award Agreement.