Common use of Tax Obligations Clause in Contracts

Tax Obligations. You acknowledge that, regardless of any action taken by the Company or, if different, your 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 your participation in the Plan and legally applicable to you (“Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You further acknowledge 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 Performance Stock Units, including, but not limited to, the grant, vesting or settlement of the Performance Stock Units, the issuance of Shares (or the cash equivalent) upon settlement of the Performance Stock Units, the subsequent sale of Shares acquired pursuant to such 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 this Award or any aspect of the Performance Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree to make arrangements satisfactory to the Company and/or the Employer to fulfill all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligations for Tax-Related Items by one or a combination of the following:

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company or, if different, your or 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 withholding items related to your Participant’s participation in the Plan and legally applicable to you Participant, or deemed by the Company or the Employer to be an appropriate charge to Participant even if technically due by the Company of the Employer (“Tax-Related Items”) ), Participant hereby acknowledges that the ultimate liability for all Tax-Related Items is and remains your Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You Participant further acknowledge 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 Performance Stock UnitsOption grant, including, but not limited to, the grant, vesting or settlement exercise of the Performance Stock UnitsOption, the issuance of Shares (or the cash equivalent) upon settlement of the Performance Stock Unitspursuant to such exercise, the subsequent sale of Shares acquired pursuant to such issuance exercise 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 this Award the grant or any aspect of the Performance Stock Units Option to reduce or eliminate your Participant’s liability for Tax-Related Items or achieve any a particular tax result. Further, if you are Participant 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 event, you acknowledge Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree to Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize Participant authorizes the Company and/or the Employer, Employer or their respective agents, at in their discretionsole discretion and without any notice or authorization by Participant, to satisfy any withholding the obligations for with regard to all Tax-Related Items by one or a combination of the following:

Tax Obligations. You acknowledge that, regardless of any action taken by the Company or, if different, your employer (the “Employer”)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 your participation in the Plan and legally applicable to you or deemed by the Company or your employer in their discretion to be an appropriate charge to you even if legally applicable to the Company or your employer (“Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if anyyour employer. You further acknowledge that the Company and/or the Employer your employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsRSU Award, including, but not limited to, the grant, vesting or settlement of the Performance Stock Units, the issuance of Shares (or the cash equivalent) upon settlement of the Performance Stock UnitsRSU Award, the subsequent sale of Shares any shares of Stock acquired pursuant to such issuance settlement and the receipt of any dividends and/or any or dividend equivalents; and (2ii) do not commit to and are under no obligation to structure the terms of this the Award or any aspect of the Performance Stock Units RSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdictionjurisdiction between the grant date and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company and/or the Employer your employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable Tax-Related Items becoming due with respect to the RSUs, the issuance of shares upon vesting of the RSUs or tax withholding event, as applicablethe receipt of any cash payments, you agree shall pay, or make adequate arrangements to make arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, your employer to satisfy any withholding obligations for withhold all applicable Tax-Related Items from outstanding RSUs, from your wages or other cash compensation payable to you by the Company or your employer or from any cash payment received upon the payment of your RSU Award. In addition, if or to the extent any applicable Tax-Related Items payment or withholding obligation has not been satisfied prior to the Award’s payment date (and if permissible under local law), the Company or your employer shall withhold shares of Stock to satisfy the withholding or payment obligation, provided that the Company or your employer shall withhold only the amount of shares necessary to satisfy the minimum withholding amount. To the extent the Tax-Related Items obligation is satisfied by reducing the number of shares of Stock issued upon vesting of the RSUs, for tax purposes, you are deemed to have been issued the full number of shares of Stock subject to the vested RSUs, notwithstanding that a number of shares of Stock are held back solely for the purpose of paying the Tax-Related Items. Further, in the event that such share withholding method is prevented by applicable law or has materially adverse accounting or tax consequences, the Tax-Related Items withholding obligation that has not been satisfied prior to the payment of the RSU Award may be satisfied by one or a combination of the following:: (A) withholding from proceeds of the sale of shares of Stock acquired upon payment of the RSUs, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or (B) withholding from your wages or other cash compensation payable to you by the Company and/or your employer. In the event that the Company withholds the Tax-Related Items from the proceeds of the sale of shares of Stock acquired upon payment of the RSUs, it may do so using maximum applicable withholding rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. Finally, you agree to pay to the Company or your employer any amount of Tax-Related Items that the Company or your employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares of Stock to you, if you fail to comply with your obligations in connection with the Tax-Related Items. Additionally, you agree that if you do not pay or your employer or the Company does not withhold from you the full amount of income tax that you owe due to the vesting of the RSUs, or the release or assignment of the RSUs for consideration, or the receipt of any other benefit in connection with the RSU Award (the “Taxable Event”) within 90 days after the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, then the amount that should have been withheld shall constitute a loan owed by you to your employer, effective 90 days after the Taxable Event. You agree that the loan will bear interest at the official rate of HM Revenue and Customs (“HMRC”) and will be immediately due and repayable by you, and the Company and/or your employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to you by your employer, by withholding in shares of Stock issuable upon vesting and settlement of the RSUs or from the cash proceeds from the sale of shares of Stock issued upon vesting or by demanding cash or a cheque from you. Notwithstanding the foregoing, if you are an officer or executive director (as within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not apply. In the event that you are an officer or executive director and income tax is not collected from or paid by you within 90 days of the Taxable Event, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax and national insurance contributions may be payable. You will be responsible for reporting any income tax on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or your employer (as appropriate) for the value of any national insurance contributions due on this additional benefit.

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company oror the Optionee’s actual employer, if different, your the Company is not the actual 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 your the Optionee’s participation in the Plan and legally applicable to you him or her (“Tax-Related Items”) ), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains your the Optionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You The Optionee further acknowledge 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 Performance Stock Unitsthis Option, including, but not limited towithout limitation, the grant, vesting or settlement exercise of the Performance Stock Unitsthis Option, the issuance of Shares (or the cash equivalent) upon settlement exercise of the Performance Stock Unitsthis Option, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalentsdividends; and (2b) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units Option to reduce or eliminate your the Optionee’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if you are the Optionee 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 event, you acknowledge the Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree to the Optionee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding the obligations for with regard to all Tax-Related Items by one or a combination of the following:

Tax Obligations. You acknowledge that, regardless of any action taken by the Company or, if different, your 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 your participation in the Plan and legally applicable to you (“Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You further acknowledge 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 Performance Stock Units, including, but not limited to, the grant, vesting or settlement of the Performance Stock Units, the issuance of Shares (or the cash equivalent) upon settlement of the Performance Stock Units, the subsequent sale of Shares acquired pursuant to such 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 this Award or any aspect of the Performance Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations for with regard to Tax-Related Items by one or a combination of the following:

Tax Obligations. You acknowledge that, regardless of any action taken by the Company or, if different, your 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 your participation in the Plan and legally applicable to you (“Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You further acknowledge 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 Performance Stock Units, including, but not limited to, the grant, vesting or settlement of the Performance Stock Units, the issuance of Shares (or the cash equivalent) upon settlement of the Performance Stock Units, the subsequent sale of Shares acquired pursuant to such 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 this Award or any aspect of the Performance Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree to make arrangements satisfactory to the Company and/or the Employer to fulfill all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations for Tax-Related Items by one or a combination of the following:

Tax Obligations. You acknowledge that, regardless of any action taken by the Company or, if different, your 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 your participation in the Plan and legally applicable to you (“Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You further acknowledge 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 Performance Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Performance Restricted Stock Units, the issuance of Shares (or the cash equivalent) upon settlement of the Performance Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such 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 this Award or any aspect of the Performance Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligations for with regard to Tax-Related Items by one or a combination of the following:

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company or, if different, your employer (or the “Employer”), the ultimate liability for Employer 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 your the Grantee’s participation in the Plan and legally applicable to you the Grantee (“Tax-Related Items”) ), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains your the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You The Grantee further acknowledge acknowledges that the Company and/or and the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsRSUs, including, but not limited to, the grant, grant or vesting or settlement of the Performance Stock UnitsRSUs, the issuance of Shares (or the cash equivalent) shares of Stock upon settlement of the Performance Stock UnitsRSUs, the subsequent sale of Shares shares of Stock acquired pursuant to such issuance and the receipt of any dividends and/or any or dividend equivalents; and (2b) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units RSUs to reduce or eliminate your Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if you are Grantee 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, you acknowledge as applicable, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree to the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding the obligations for with regard to all Tax-Related Items by one or a combination of the following:: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Employer; or (ii) withholding from the proceeds of the sale of shares of Stock acquired upon vesting/settlement of the RSU Award, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent); or (iii) withholding the shares of Stock to be issued upon vesting/settlement of the RSU Award. To avoid negative accounting treatment, the Company may withhold or account for TaxRelated Items by considering applicable minimum statutory withholding amounts (as determined by the Company in good faith and in its sole discretion) or other applicable withholding rates, including maximum applicable rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Stock subject to the vested RSUs, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. Finally, Grantee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares of Stock, if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items.

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company or, if different, your and/or the Grantee’s actual employer (“the “Employer”), if the ultimate liability for Company is not the Grantee’s employer, takes with respect to any or all income tax, social insurancesecurity, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your the Grantee’s participation in the Plan and legally applicable to you the Grantee (“Tax-Related ItemsTax Obligations”) ), the Grantee hereby acknowledges that the ultimate liability for all Tax Obligations is and remains your the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You The Grantee further acknowledge acknowledges that neither the Company and/or nor the Employer (1) make no makes any representations or undertakings regarding the treatment of any Tax-Related Items Tax Obligations in connection with any aspect of the Performance Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Performance Restricted Stock Units, the issuance of Shares (or the cash equivalent) upon settlement of the Performance Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; and (2) do does not commit to and are is under no obligation to structure the terms of this Award the grant or any aspect of the Performance Restricted Stock Units to reduce or eliminate your the Grantee’s liability for Tax-Related Items Tax Obligations or achieve any particular tax result. Further, if you are the Grantee 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 event, you acknowledge the Grantee hereby acknowledges that the Company and/or or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items Tax Obligations in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, you agree to the Grantee shall pay or make arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related ItemsTax Obligations. In this regard, you authorize the Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligations for Tax-Related Items the Tax Obligations by one or a combination of the following:: (i) withholding from proceeds of the sale of shares of Common Stock issued upon vesting/settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Xxxxxxx’s behalf pursuant to this authorization); or (ii) withholding in shares of Common Stock to be issued upon vesting/settlement of the Restricted Stock Units. To avoid negative accounting treatment, the Company may withhold or account for Tax Obligations by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax Obligations is satisfied by withholding in Shares, for tax purposes, the Grantee shall be deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax Obligations due as a result of any aspect of the Grantee’s participation in the Plan. Finally, the Grantee shall pay to the Company any amount of Tax Obligations that the Company may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Grantee hereby acknowledges and agrees that the Company may refuse to issue or deliver the Shares, any cash payments receivable at settlement or the proceeds of the sale of Shares, if the Grantee fails to comply with his or her obligations in connection with the Tax Obligations.

Tax Obligations. You acknowledge that, regardless of any action taken by the Company or, if different, your employer (the “Employer”)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 your participation in the Plan and legally applicable to you or deemed by the Company or your employer in their discretion to be an appropriate charge to you even if legally applicable to the Company or your employer (“Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if anyyour employer. You further acknowledge that the Company and/or the Employer your employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsRSU Award, including, but not limited to, the grant, vesting or settlement of the Performance Stock Units, the issuance of Shares (or the cash equivalent) upon settlement of the Performance Stock UnitsRSU Award, the subsequent sale of Shares any shares of Stock acquired pursuant to such issuance settlement and the receipt of any dividends and/or any or dividend equivalents; and (2ii) do not commit to and are under no obligation to structure the terms of this the Award or any aspect of the Performance Stock Units RSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdictionjurisdiction between the grant date and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company and/or the Employer your employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable Tax-Related Items becoming due with respect to the RSUs, the issuance of shares upon vesting of the RSUs or tax withholding event, as applicablethe receipt of any cash payments, you agree shall pay, or make adequate arrangements to make arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, your employer to satisfy any withholding obligations for withhold all applicable Tax-Related Items from outstanding RSUs, from your wages or other cash compensation payable to you by the Company or your employer or from any cash payment received upon the payment of your RSU Award. In addition, if or to the extent any applicable Tax-Related Items payment or withholding obligation has not been satisfied prior to the Award’s payment date (and if permissible under local law), the Company or your employer shall withhold shares of Stock to satisfy the withholding or payment obligation, provided that the Company or your employer shall withhold only the amount of shares necessary to satisfy the minimum withholding amount. To the extent the Tax-Related Items obligation is satisfied by reducing the number of shares of Stock issued upon vesting of the RSUs, for tax purposes, you are deemed to have been issued the full number of shares of Stock subject to the vested RSUs, notwithstanding that a number of shares of Stock are held back solely for the purpose of paying the Tax-Related Items. Further, in the event that such share withholding method is prevented by applicable law or has materially adverse accounting or tax consequences, the Tax-Related Items withholding obligation that has not been satisfied prior to the payment of the RSU Award may be satisfied by one or a combination of the following:: (A) withholding from proceeds of the sale of shares of Stock acquired upon payment of the RSUs, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or (B) withholding from your wages or other cash compensation payable to you by the Company and/or your employer. In the event that the Company withholds the Tax-Related Items from the proceeds of the sale of shares of Stock acquired upon payment of the RSUs, it may do so using maximum applicable withholding rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. Finally, you agree to pay to the Company or your employer any amount of Tax-Related Items that the Company or your employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares of Stock to you, if you fail to comply with your obligations in connection with the Tax-Related Items. Additionally, you agree that if you do not pay or your employer or the Company does not withhold from you the full amount of income tax that you owe due to the vesting of the RSUs, or the release or assignment of the RSUs for consideration, or the receipt of any other benefit in connection with the RSU Award (the “Taxable Event”) within 90 days after the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Xxx 0000, then the amount that should have been withheld shall constitute a loan owed by you to your employer, effective 90 days after the Taxable Event. You agree that the loan will bear interest at the official rate of HM Revenue and Customs (“HMRC”) and will be immediately due and repayable by you, and the Company and/or your employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to you by your employer, by withholding in shares of Stock issuable upon vesting and settlement of the RSUs or from the cash proceeds from the sale of shares of Stock issued upon vesting or by demanding cash or a cheque from you. Notwithstanding the foregoing, if you are an officer or executive director (as within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not apply. In the event that you are an officer or executive director and income tax is not collected from or paid by you within 90 days of the Taxable Event, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax and national insurance contributions may be payable. You will be responsible for reporting any income tax on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or your employer (as appropriate) for the value of any national insurance contributions due on this additional benefit.

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company or, if different, your employer (the “Employer”), the ultimate liability for or TransDigm Inc. takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits taxbenefits, payment on account or other tax-tax related items related to your Participant’s participation in the Plan and legally applicable to you Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains your the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You TransDigm Inc. The Participant further acknowledge acknowledges that the Company and/or the Employer TransDigm Inc. (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsOption, including, but not limited to, the grant, vesting or settlement exercise of the Performance Stock Units, the issuance of Shares (or the cash equivalent) upon settlement of the Performance Stock UnitsOption, the subsequent sale of Shares shares of Stock acquired pursuant to such issuance exercise and the receipt of any dividends and/or any dividend equivalentsdividends; and (2b) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units Option to reduce or eliminate your the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if you are Participant 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, you acknowledge as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) TransDigm Inc. may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, you agree to the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer TransDigm Inc. to fulfill satisfy all Tax-Related Items. In this regard, you authorize Participant authorizes the Company and/or the EmployerTransDigm Inc., or their respective agents, at their discretion, to satisfy any withholding the obligations for with regard to all Tax-Related Items by one or a combination of the following:: (i) withholding from cash compensation paid to the Participant by the Company and/or TransDigm Inc.; or (ii) withholding from proceeds of the sale of shares of Stock acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); or (iii) withholding in shares of Stock to be issued at exercise of the Option. Depending on the withholding method, the Company and/or TransDigm Inc. may withhold or account for Tax-Related Items by considering statutory withholding rates or other withholding rates, including maximum applicable rates in the Participant’s working and/or residence jurisdictions. Participant shall periodically provide to the Company any jurisdictional sourcing or other information necessary to calculate tax liabilities. If the Tax-Related Items are satisfied by withholding in shares of Stock, for tax purposes, the Participant will be deemed to have been issued the full number of shares of Stock subject to the exercised Option, notwithstanding that a number of shares of Stock are held back solely for the purpose of satisfying the Tax-Related Items. Finally, the Participant shall pay to the Company or TransDigm Inc. any amount of Tax-Related Items that the Company or TransDigm Inc. may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares of Stock, if the Participant fails to comply with his obligations in connection with the Tax-Related Items.

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company or, if different, your employer (or the “Employer”), the ultimate liability for Employer 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 your the Grantee’s participation in the Plan and legally applicable to you the Grantee (“Tax-Related Items”) ), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains your the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You The Grantee further acknowledge acknowledges that the Company and/or and the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsRSUs, including, but not limited to, the grant, grant or vesting or settlement of the Performance Stock UnitsRSUs, the issuance of Shares (or the cash equivalent) shares of Stock upon settlement of the Performance Stock UnitsRSUs, the subsequent sale of Shares shares of Stock acquired pursuant to such issuance and the receipt of any dividends and/or any or dividend equivalents; and (2b) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units RSUs to reduce or eliminate your Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if you are Grantee 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, you acknowledge as applicable, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree to the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding the obligations for with regard to all Tax-Related Items by one or a combination of the following:: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Employer; or (ii) withholding from the proceeds of the sale of shares of Stock acquired upon vesting/settlement of the RSU Award, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent); or (iii) withholding the shares of Stock to be issued upon vesting/settlement of the RSU Award. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts (as determined by the Company in good faith and in its sole discretion) or other applicable withholding rates, including maximum applicable rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Stock subject to the vested RSUs, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. Finally, Grantee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company or, if different, or your employer takes with respect to any or all income tax (the “Employer”including federal, state and local taxes), the ultimate liability for all income tax, Primary or Secondary Class 1 National Insurance Contributions or other social insurancecontributions, payroll tax, fringe benefits tax, payment on account tax or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) ), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if anyyour employer. You further acknowledge that the Company and/or the Employer your employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsRSU Award, including, but not limited toincluding the grant of the RSU Award, the grant, vesting or settlement of the Performance Stock UnitsRSUs, the issuance conversion of Shares (the RSUs into shares of Stock or the receipt of any cash equivalent) upon settlement of the Performance Stock Unitspayments, the subsequent sale of Shares any shares of Stock acquired pursuant to such issuance at vesting and the receipt of any dividends and/or any or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of this the Award or any aspect of the Performance Stock Units RSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable event, you acknowledge that the Company and/or the Employer your employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicableyou shall pay, you agree to or make adequate arrangements satisfactory to the Company and/or the Employer or to fulfill your employer (in their sole discretion) to satisfy all Tax-Related ItemsItems withholding obligations of the Company and/or your employer. In this regard, you authorize the Company and/or the Employeror your employer, or their respective agents, at their discretion, to satisfy withhold all applicable Tax-Related Items from your wages or other cash compensation payable to you by the Company or your employer or from any withholding obligations cash payment received upon vesting of the RSUs. Alternatively, or in addition, the Company or your employer may, in their sole discretion, (1) withhold from proceeds of the sale of shares of Stock acquired upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization), and/or (2) withhold in shares of Stock to be issued upon vesting of the RSUs. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by one considering applicable minimum statutory withholding amounts or a combination other applicable withholding rates. If the Tax-Related Items obligation is satisfied by reducing the number of shares of Stock issued upon vesting of the following:RSUs, for tax purposes, you are deemed to have been issued the full number of shares subject to the vested RSUs, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items. You shall pay to the Company or to your employer any amount of Tax-Related Items that the Company or your employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares to you if you fail to comply with your obligations in connection with the Tax-Related Items.

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company oror the Employer, if different, your employer (the “Employer”), you acknowledge and agree that the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, capital/gains tax, payment on account or other tax-related items related to the Option and your participation in the Plan and legally applicable to you (“Tax-Related Items”) is and remains your sole responsibility and may exceed the amount actually amount, if any, withheld by the Company or the Employer, if any. You further acknowledge 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 Performance Stock UnitsOption, including, but not limited to, including the grant, vesting or settlement exercise of the Performance Stock Units, the issuance of Shares (or the cash equivalent) upon settlement of the Performance Stock UnitsOptions, the subsequent sale of any Option Shares acquired pursuant to such issuance at 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 this Award the grant or any aspect of the Performance Stock Units Option to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are have 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, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree to shall pay or make arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, regard you authorize the Company and/or the Employer, or their respective agents, to withhold all applicable Tax-Related Items from any wages or other cash compensation paid to you by the Company and/or the Employer. Alternatively, or in addition, if permissible under local law, you authorize the Company and/or the Employer or their respective agents, at their discretiondiscretion and pursuant to such procedures as it may specify from time to time, to satisfy any withholding the obligations for with regard to all Tax-Related Items by one or a combination of the following:: (i) withholding otherwise deliverable Option Shares; or (ii) withholding from the proceeds of the sale of Option Shares acquired upon exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf and at your direction pursuant to this authorization). Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum rates. If the maximum rate is used, any over-withheld amount may be refunded to you in cash by the Company or the Employer (with no entitlement to the Option Share equivalent) or, if not refunded, you may seek a refund from the local tax authorities. If any withholding obligation for Tax-Related Items is satisfied by withholding a number of Option Shares as described herein, for tax purposes, you are deemed to have been issued the full number of Option Shares subject to the portion of the Option exercised, notwithstanding that a number of the Option Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan. You shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Option Shares or the proceeds of the sale of Option Shares if you fail to comply with your obligations in connection with the Tax-Related Items.

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company or, if different, your employer or the subsidiary that employs the Grantee (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 account, or other tax-related items related to your the Grantee’s participation in the Plan and legally applicable to you the Grantee (“Tax-Related Items”) ), the Grantee Form of WEX Inc. Nonqualified Stock Option Agreement under the WEX Inc. 2019 Equity and Incentive Plan acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains your the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the Company or and/or the Employer, if any. You The Grantee further acknowledge 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 Performance Stock UnitsAward, including, but not limited to, including the grant, vesting or settlement exercise of the Performance Stock UnitsOption, the issuance of Shares (or the cash equivalent) shares of Company Stock upon settlement exercise of the Performance Stock UnitsOption, the subsequent sale of Shares acquired pursuant to such issuance shares of Company Stock, and the receipt of any dividends and/or any or dividend equivalents; and (2ii) do does not commit to and are is under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units Award to reduce or eliminate your the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if you are the Grantee becomes subject to Tax-Related Items tax in more than one jurisdiction, you acknowledge the Grantee acknowledges that the Company and/or the Employer (or former employerEmployer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree to the Grantee shall pay or make adequate arrangements satisfactory to the Company and/or to satisfy all withholding obligations of the Employer to fulfill all Tax-Related ItemsCompany. In this regard, you authorize the Grantee authorizes the Company and/or to withhold all applicable Tax-Related Items legally payable by the EmployerGrantee (i) withholding from proceeds of the sale of shares Company Stock acquired at exercise of this Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization and without further consent); or (ii) withholding shares of Company Stock to be issued upon exercise of the Option, or their respective agents, at their discretion, provided the Company only withholds the amount of Shares necessary to satisfy any no more than the maximum statutory withholding obligations amounts. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by one considering applicable statutory withholding amounts or other applicable withholding rates, including up to the maximum permissible statutory rate for the Grantee’s tax jurisdiction(s) in which case the Grantee will have no entitlement to the equivalent amount in shares of Company Stock and may receive a combination refund of any over-withheld amount in cash in accordance with applicable law. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock; notwithstanding that a number of the following:shares are held back solely for the purpose of satisfying the withholding obligation for Tax-Related Items. Finally, the Grantee agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Company Stock or the proceeds of the sale of such shares, if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items as described in Paragraph 10.

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company or, if different, your or Grantee’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 your Grantee’s participation in the Plan and legally applicable to you Grantee (“Tax-Related Items”) ), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains your his or her responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You The Grantee further acknowledge acknowledges that the Company and/or and the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock Units, including, but not limited to, the grant, vesting or settlement of the Performance Restricted Stock Units, the issuance of Shares (or the cash equivalent) shares of Common Stock upon settlement vesting of the Performance Restricted Stock Units, the subsequent sale of Shares shares of Common Stock acquired pursuant to such issuance and the receipt of any dividends and/or any or dividend equivalents; and (2b) do not commit to and are under no obligation to structure the terms of this the Award or any aspect of the Performance Restricted Stock Units to reduce or eliminate your Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if you are Grantee has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable event, you acknowledge Grantee acknowledges that the Company and/or or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree to Grantee will pay or make adequate arrangements satisfactory to the Company and/or and the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize Grantee authorizes the Company and/or and the Employer, or their respective agents, at their discretion, to satisfy any withholding the obligations for with regard to all Tax-Related Items by one or a combination of the following:

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company or, if different, your employer (or the “Employer”), the ultimate liability for Employer 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 your the Grantee’s participation in the Plan and legally applicable to you the Grantee (“Tax-Related Items”) ), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains your the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You The Grantee further acknowledge acknowledges that the Company and/or and the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsRSUs, including, but not limited to, the grant, grant or vesting or settlement of the Performance Stock UnitsRSUs, the issuance of Shares (or the cash equivalent) shares of Stock upon settlement of the Performance Stock UnitsRSUs, the subsequent sale of Shares shares of Stock acquired pursuant to such issuance and the receipt of any dividends and/or any or dividend equivalents; and (2b) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units RSUs to reduce or eliminate your Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if you are Grantee 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, you acknowledge as applicable, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree to the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding the obligations for with regard to all Tax-Related Items by one or a combination of the following:: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Employer; or (ii) withholding from the proceeds of the sale of shares of Stock acquired upon vesting/settlement of the RSU Award, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent); or (iii) withholding the shares of Stock to be issued upon vesting/settlement of the RSU Award. To avoid negative accounting treatment, the Company may withhold or account for Tax- Related Items by considering applicable minimum statutory withholding amounts (as determined by the Company in good faith and in its sole discretion) or other applicable withholding rates, including maximum applicable rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Stock subject to the vested RSUs, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. Finally, Grantee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares of Stock, if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items.

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company or, if different, or your employer takes with respect to any or all income tax (the “Employer”including federal, state and local taxes), the ultimate liability for all income tax, Primary or Secondary Class 1 National Insurance Contributions or other social insurancecontributions, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) ), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if anyyour employer. You further acknowledge that the Company and/or the Employer your employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsPSU Award, including, but not limited toincluding the grant of the PSU Award, the grant, vesting or settlement of the Performance Stock UnitsPSUs, the issuance conversion of Shares (the PSUs into shares of Stock or the receipt of any cash equivalent) upon settlement of the Performance Stock Unitspayments, the subsequent sale of Shares any shares of Stock acquired pursuant to such issuance at vesting and the receipt of any dividends and/or any or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of this the Award or any aspect of the Performance Stock Units PSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable event, you acknowledge that the Company and/or the Employer your employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable Tax-Related Items becoming due with respect to the PSUs, the issuance of shares upon vesting of the PSUs or tax withholding event, as applicablethe receipt of any cash payments, you agree shall pay, or make adequate arrangements to make arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, your employer to satisfy any withholding obligations for withhold all applicable Tax-Related Items from outstanding PSUs, from your wages or other cash compensation payable to you by the Company or your employer or from any cash payment received upon the payment of your PSU Award. In addition, if or to the extent any applicable Tax-Related Items payment or withholding obligation has not been satisfied prior to the Award’s payment date (and if permissible under local law), the Company or your employer shall withhold shares of Stock to satisfy the withholding or payment obligation, provided that the Company or your employer shall withhold only the amount of shares necessary to satisfy the minimum withholding amount. To the extent the Tax-Related Items obligation is satisfied by reducing the number of shares of Stock issued upon vesting of the PSUs, for tax purposes, you are deemed to have been issued the full number of shares of Stock subject to the vested PSUs, notwithstanding that a number of shares of Stock are held back solely for the purpose of paying the Tax-Related Items. Further, in the event that such share withholding method is prevented by applicable law or has materially adverse accounting or tax consequences, the Tax-Related Items withholding obligation that has not been satisfied prior to the payment of the PSU Award may be satisfied by one or a combination of the following:: (A) withholding from proceeds of the sale of shares of Stock acquired upon payment of the PSUs, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or (B) withholding from your wages or other cash compensation payable to you by the Company and/or your employer. In the event that the Company withholds the Tax-Related Items from the proceeds of the sale of shares of Stock acquired upon settlement of the PSUs, it may do so using maximum applicable withholding rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. Finally, you agree to pay to the Company or your employer any amount of Tax-Related Items that the Company or your employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares of Stock to you, if you fail to comply with your obligations in connection with the Tax-Related Items.

Tax Obligations. You acknowledge The Optionee acknowledges that, regardless of any action taken by the Company or, if different, your the Optionee’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 your the Optionee’s participation in the Plan and legally applicable or deemed applicable to you him or her (“Tax-Related Items”) is and remains your the Optionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You The Optionee further acknowledge 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 Performance Stock Unitsthis Option, including, but not limited towithout limitation, the grant, vesting or settlement exercise of the Performance Stock Unitsthis Option, the issuance of Shares (or the cash equivalent) upon settlement exercise of the Performance Stock Unitsthis Option, the subsequent sale of Shares acquired pursuant to such issuance 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 this Award the grant or any aspect of the Performance Stock Units Option to reduce or eliminate your the Optionee’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if you are the Optionee is subject to Tax-Related Items in more than one jurisdiction, you acknowledge the Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree the Optionee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligations for with regard to Tax-Related Items by one or a combination of the following:

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company or, if different, or your employer (the “Employer”), the ultimate liability for takes with respect to any or all income taxtax (including federal, state and local taxes), social insurance, payroll tax, fringe benefits tax, payment on account tax or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) ), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if anyyour employer. You further acknowledge that the Company and/or the Employer your employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsAward, including, but not limited toincluding the grant of the RSU Award, the grant, vesting or settlement of the Performance Stock UnitsAward, the issuance conversion of Shares (the RSUs into shares of Stock or the receipt of any cash equivalent) upon settlement of the Performance Stock Unitspayments, the subsequent sale of Shares any shares of Stock acquired pursuant to such issuance at vesting and the receipt of any dividends and/or any or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of this the Award or any aspect of the Performance Stock Units it to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable event, you acknowledge that the Company and/or the Employer your employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable Tax-Related Items becoming due with respect to the RSUs, the issuance of shares upon vesting of the Award or tax withholding event, as applicablethe receipt of any cash payments, you agree shall pay, or make adequate arrangements to make arrangements satisfactory to satisfy all withholding obligations of the Company and/or the Employer to fulfill all Tax-Related Itemsyour employer. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, your employer to satisfy any withholding obligations for withhold all applicable Tax-Related Items legally payable by you from outstanding RSUs, from your wages or other cash compensation payable to you by the Company or your employer or from any cash payment received upon the payment of your Award. In addition, if or to the extent any applicable Tax-Related Items payment or withholding obligation has not been satisfied prior to the Award’s payment date (and if permissible under local law), the Company or your employer shall withhold shares of Stock to satisfy the withholding or payment obligation, provided that the Company or your employer shall withhold only the amount of shares necessary to satisfy the minimum withholding amount. To the extent the Tax-Related Items obligation is satisfied by reducing the number of shares of Stock issued upon vesting of the Award, for tax purposes, you are deemed to have been issued the full number of shares of Stock subject to the vested Award, notwithstanding that a number of shares of Stock are held back solely for the purpose of paying the Tax-Related Items. Further, in the event that such share withholding method is prevented by applicable law or has materially adverse accounting or tax consequences, the Tax-Related Items withholding obligation that has not been satisfied prior to the payment of the RSU Award may be satisfied by one or a combination of the following:: (A) withholding from proceeds of the sale of shares of Stock acquired upon payment of the Award, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization); or (B) withholding from your wages or other cash compensation payable to you by the Company and/or your employer. You shall pay to the Company or to your employer any amount of Tax-Related Items that the Company or your employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares of Stock to you if you fail to comply with your obligations in connection with the Tax-Related Items. You agree that if you do not pay, or your employer or the Company does not withhold from you the full amount of income tax that you owe due to the vesting of the Award, or the release or assignment of the RSUs for consideration, or the receipt of any other benefit in connection with the Award (the “Taxable Event”) within 90 days after the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, then the amount that should have been withheld shall constitute a loan owed by you to your employer, effective 90 days after the Taxable Event. You agree that the loan will bear interest at the official rate of HM Revenue and Customs and will be immediately due and repayable by you, and the Company and/or your employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to you by your employer, by withholding in shares of Stock issuable upon vesting and settlement of the RSUs or from the cash proceeds from the sale of shares of Stock issued upon vesting or by demanding cash or a cheque from you. Notwithstanding the foregoing, if you are an officer or executive director (as within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not apply. In the event that you are an officer or executive director and income tax is not collected from or paid by you within 90 days of the Taxable Event, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax and national insurance contributions may be payable. You will be responsible for reporting any income tax and national insurance contributions on this additional benefit directly to HMRC under the self-assessment regime.

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company or, if different, or your employer takes with respect to any or all income tax (the “Employer”including federal, state and local taxes), the ultimate liability for all income tax, social insurancenational insurance contributions, payroll tax, fringe benefits tax, payment on account tax or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) ), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if anyyour employer. You further acknowledge that the Company and/or the Employer your employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock Unitsperformance share units, including, but not limited toincluding the grant of the performance share units, the grant, vesting or settlement of the Performance Stock Unitsperformance share units, the issuance conversion of Shares (the performance share units into shares of Stock or the receipt of any cash equivalent) upon settlement of the Performance Stock Unitspayments, the subsequent sale of Shares any shares of Stock acquired pursuant to such issuance at vesting and the receipt of any dividends and/or any or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of this the Award or any aspect of the Performance Stock Units performance share units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable event, you acknowledge that the Company and/or the Employer your employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicableyou shall pay, you agree to or make adequate arrangements satisfactory to the Company and/or the Employer or to fulfill your employer (in their sole discretion) to satisfy all Tax-Related ItemsItems withholding obligations of the Company and/or your employer. In this regard, you authorize the Company and/or the Employeror your employer, or their respective agents, at their discretion, to satisfy withhold all applicable Tax-Related Items from your wages or other cash compensation payable to you by the Company or your employer or from any withholding obligations cash payment received upon vesting of the performance share units. Alternatively, or in addition, the Company or your employer may, in their sole discretion, (1) withhold from proceeds of the sale of shares of Stock acquired upon vesting of the performance share units either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization), and/or (2) withhold in shares of Stock to be issued upon vesting of the performance share units. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by one considering applicable minimum statutory withholding amounts or a combination other applicable withholding rates. If the Tax-Related Items obligation is satisfied by reducing the number of shares of Stock issuable upon vesting of the following:performance share units, for tax purposes, you are deemed to have been issued the full number of shares subject to the vested performance share units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items. You shall pay to the Company or to your employer any amount of Tax-Related Items that the Company or your employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares to you if you fail to comply with your obligations in connection with the Tax-Related Items.

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company or, if different, or your employer (the “Employer”), the ultimate liability for takes with respect to any or all income taxtax (including federal, state and local taxes), social insurance, payroll tax, fringe benefits tax, payment on account tax or other tax-related items related to your participation in the Plan and legally applicable to you withholding (“Tax-Related Items”) ), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You further acknowledge that the Company and/or the Employer your employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Restricted Stock Units, including, but not limited to, including the grant, vesting or settlement grant of the Performance Restricted Stock Units, the issuance of Shares (or the cash equivalent) upon settlement vesting of the Performance Restricted Stock Units, the conversion of the Restricted Stock Units into shares of Stock, the subsequent sale of Shares any shares of Stock acquired pursuant to such issuance at vesting 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 this the Award or any aspect of the Performance Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdictionItems. Prior to any relevant taxable or tax withholding event, as applicablethe issuance of shares of Stock upon vesting of the Restricted Stock Units, you agree to shall pay, or make adequate arrangements satisfactory to the Company and/or the Employer or to fulfill your employer (in their sole discretion) to satisfy all Tax-Related ItemsItems withholding obligations of the Company and/or your employer. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, your employer to satisfy any withholding obligations for withhold all applicable Tax-Related Items legally payable by one you from your wages or a combination other cash compensation payable to you by the Company or your employer. Alternatively, or in addition, if permissible under local law, the Company or your employer may, in their sole discretion, (1) sell or arrange for the sale of shares of Stock to be issued on the vesting of the following:Restricted Stock Units to satisfy the Tax-Related Items withholding obligation, and/or (2) withhold in shares of Stock, provided that the Company and your employer shall withhold only the amount of shares of Stock necessary to satisfy the minimum withholding amount. You shall pay to the Company or to your employer any amount of Tax-Related Items that the Company or your employer may be required to withhold as a result of your receipt of Restricted Stock Units, the vesting of Restricted Stock Units or the conversion of vested Restricted Stock Units to shares of Stock that cannot be satisfied by the means previously described. The Company may refuse to deliver shares of Stock to you if you fail to comply with your obligations in connection with the Tax-Related Items as described herein.

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company or, if different, or your employer (the “Employer”), the ultimate liability for takes with respect to any or all income taxtax (including federal, state and local taxes), social insurance, payroll tax, fringe benefits tax, payment on account tax or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) ), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if anyyour employer. You further acknowledge that the Company and/or the Employer your employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsRSU Award, including, but not limited toincluding the grant of the RSU Award, the grant, vesting or settlement of the Performance Stock UnitsRSUs, the issuance conversion of Shares (the RSUs into shares of Stock or the receipt of any cash equivalent) upon settlement of the Performance Stock Unitspayments, the subsequent sale of Shares any shares of Stock acquired pursuant to such issuance at vesting and the receipt of any dividends and/or any or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of this the Award or any aspect of the Performance Stock Units RSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable event, you acknowledge that the Company and/or the Employer your employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable Tax-Related Items becoming due with respect to the RSUs, the issuance of shares upon vesting of the RSUs or tax withholding event, as applicablethe receipt of any cash payments, you agree shall pay, or make adequate arrangements to make arrangements satisfactory to satisfy all withholding obligations of the Company and/or the Employer to fulfill all Tax-Related Itemsyour employer. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, your employer to satisfy any withholding obligations for withhold all applicable Tax-Related Items legally payable by you from outstanding RSUs, from your wages or other cash compensation payable to you by the Company or your employer or from any cash payment received upon the payment of your RSU Award. In addition, if or to the extent any applicable Tax-Related Items payment or withholding obligation has not been satisfied prior to the Award’s payment date (and if permissible under local law), the Company or your employer shall withhold shares of Stock to satisfy the withholding or payment obligation, provided that the Company or your employer shall withhold only the amount of shares necessary to satisfy the minimum withholding amount. To the extent the Tax-Related Items obligation is satisfied by reducing the number of shares of Stock issued upon vesting of the RSUs, for tax purposes, you are deemed to have been issued the full number of shares of Stock subject to the vested RSUs, notwithstanding that a number of shares of Stock are held back solely for the purpose of paying the Tax-Related Items. Further, in the event that such share withholding method is prevented by applicable law or has materially adverse accounting or tax consequences, the Tax-Related Items withholding obligation that has not been satisfied prior to the payment of the RSU Award may be satisfied by one or a combination of the following:: (A) withholding from proceeds of the sale of shares of Stock acquired upon payment of the RSUs, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization); or (B) withholding from your wages or other cash compensation payable to you by the Company and/or your employer. You shall pay to the Company or to your employer any amount of Tax-Related Items that the Company or your employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares of Stock to you if you fail to comply with your obligations in connection with the Tax-Related Items. You agree that if you do not pay or your employer or the Company does not withhold from you the full amount of income tax that you owe due to the vesting of the RSUs, or the release or assignment of the RSUs for consideration, or the receipt of any other benefit in connection with the RSU Award (the “Taxable Event”) within 90 days after the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, then the amount that should have been withheld shall constitute a loan owed by you to your employer, effective 90 days after the Taxable Event. You agree that the loan will bear interest at the official rate of HM Revenue and Customs and will be immediately due and repayable by you, and the Company and/or your employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to you by your employer, by withholding in shares of Stock issuable upon vesting and settlement of the RSUs or from the cash proceeds from the sale of shares of Stock issued upon vesting or by demanding cash or a cheque from you. Notwithstanding the foregoing, if you are an officer or executive director (as within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not apply. In the event that you are an officer or executive director and income tax is not collected from or paid by you within 90 days of the Taxable Event, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax and national insurance contributions may be payable. You will be responsible for reporting any income tax and national insurance contributions on this additional benefit directly to HMRC under the self-assessment regime.

Tax Obligations. You acknowledge The Optionee acknowledges that, regardless of any action taken by the Company or, if different, your the Optionee’s employer (the “Employer”), the ultimate liability for all income tax, social insurancesecurity, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your the Optionee’s participation in the Plan and legally applicable to you him or her (“Tax-Related Items”) is and remains your the Optionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You The Optionee further acknowledge 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 Performance Stock Unitsthis Option, including, but not limited towithout limitation, the grant, vesting or settlement exercise of the Performance Stock Unitsthis Option, the issuance of Shares (or the cash equivalent) upon settlement exercise of the Performance Stock Unitsthis Option, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalentsdividends; and (2b) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units Option to reduce or eliminate your the Optionee’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if you are the Optionee is subject to Tax-Related Items in more than one jurisdiction, you acknowledge the Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree the Optionee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding withhiolding obligations for with regard to Tax-Related Items by one or a combination of the following:

Tax Obligations. You acknowledge The Optionee acknowledges that, regardless of any action taken by the Company or, if different, your the Optionee’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 your the Optionee’s participation in the Plan and legally applicable to you him or her (“Tax-Tax- Related Items”) is and remains your the Optionee’s responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer, if any. You The Optionee further acknowledge 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 Performance Stock Unitsthis Option, including, but not limited towithout limitation, the grant, vesting or settlement exercise of the Performance Stock Unitsthis Option, the issuance of Shares (or the cash equivalent) upon settlement exercise of the Performance Stock Unitsthis Option, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalentsdividends; and (2b) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units Option to reduce or eliminate your the Optionee’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if you are the Optionee is subject to Tax-Related Items in more than one jurisdiction, you acknowledge the Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree the Optionee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding witholding obligations for with regard to Tax-Related Items by one or a combination of the following:

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company or, if different, your my employer (the “Employer”), the ultimate liability for ) with respect to any or all income tax, social insurancesecurity, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your my participation in the Plan and legally applicable to you me (“Tax-Related Items”) ), I acknowledge the ultimate liability for all Tax-Related Items is and remains your my responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You further I also acknowledge 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 Performance Stock Unitsoptions under the Plan, including, but not limited toincluding the grant of such options, the grant, vesting or settlement of the Performance Stock Units, the issuance of Shares (or the cash equivalent) upon settlement of the Performance Stock Units, the subsequent purchase and sale of Shares shares of Common Stock acquired pursuant to such issuance and under the Plan and/or the receipt of any dividends and/or any dividend equivalents; on such shares, and (2) do not commit to and are under no obligation to structure the terms of this Award the grant of options or any aspect of my participation in the Performance Stock Units Plan to reduce or eliminate your my liability for Tax-Related Items or achieve any particular tax result. Further, if you are I have become subject to Tax-Related Items tax in more than one jurisdiction, you jurisdiction I acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the purchase of shares of Common Stock under the Plan or any other relevant taxable or tax withholding event, as applicable, you I agree to make adequate arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you I authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding the obligations for with regard to all Tax-Related Items by one or a combination of the following:: (1) withholding from my wages or Compensation paid to me by the Company and/or the Employer (including withholding from cash from my brokerage account designated by the Company); or (2) withholding from proceeds of the sale of the shares of Common Stock purchased under the Plan either through a voluntary sale or through a mandatory sale arranged by the Company (on my behalf pursuant to this authorization). Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable maximum withholding rates. Finally, I agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of my participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to purchase shares of Common Stock under the Plan on my behalf and/or refuse to issue or deliver the shares or the proceeds of the sale of shares if I fail to comply with my obligations in connection with the Tax-Related Items.

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company or, if different, or your employer (the “Employer”), the ultimate liability for takes with respect to any or all income taxtax (including federal, state and local taxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you withholding (“Tax-Related Items”) ), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if anyyour employer. You further acknowledge that the Company and/or the Employer your employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsPSU Award, including, but not limited to, the grant, including their grant or vesting or settlement of the Performance Stock UnitsAward, the issuance of Shares (or the cash equivalent) upon settlement conversion of the Performance Stock Units, PSUs into shares; the receipt of any cash payments or the subsequent sale of Shares any shares acquired pursuant to such issuance at vesting 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 this the Award or any aspect of the Performance Stock Units PSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable event, you acknowledge that the Company and/or the Employer your employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable Tax-Related Items becoming due with respect to the PSUs, the issuance of shares upon vesting of the PSUs or tax withholding event, as applicablethe receipt of any cash payments, you agree shall pay, or make adequate arrangements to make arrangements satisfactory to satisfy all withholding obligations of the Company and/or the Employer to fulfill all Tax-Related Itemsyour employer. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, your employer to satisfy any withholding obligations for withhold all applicable Tax-Related Items legally payable by you from outstanding PSUs, from your wages or other cash compensation payable to you by the Company or your employer or from any cash payment received upon the payment of your PSU Award. In addition, ifor to the extent any applicable Tax-Related Items payment or withholding obligation has not been satisfied prior to the Award’s payment date (and if permissible under local law), the Company or your employer shall withhold shares to satisfy the withholding or payment obligation, provided that the Company or your employer shall withhold only the amount of shares necessary to satisfy the minimum withholding amount. To the extent the Tax-Related Items obligation is satisfied by reducing the number of shares of Stock issued upon vesting of the PSUs, for tax purposes, you are deemed to have been issued the full number of shares of Stock subject to the vested PSUs, notwithstanding that a number of shares of Stock are held back solely for the purpose of paying the Tax-Related Items. Further, in the event that such share withholding method is prevented by applicable law or has materially adverse accounting or tax consequences, the Tax-Related Items withholding obligation that has not been satisfied prior to the payment of the PSU Award may be satisfied by one or a combination of the following:: (A) withholding from proceeds of the sale of shares of Stock acquired upon payment of the PSUs, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization); or (B) withholding from your wages or other cash compensation payable to you by the Company and/or your employer. You shall pay to the Company or to your employer any amount of Tax-Related Items that the Company or your employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares of Stock to you if you fail to comply with your obligations in connection with the Tax-Related Items.

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company or, if different, or your employer takes with respect to any or all income tax (the “Employer”including federal, state and local taxes), the ultimate liability for all income tax, Primary or Secondary Class 1 National Insurance Contributions or other social insurancecontributions, payroll tax, fringe benefits tax, payment on account tax or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) ), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if anyyour employer. You further acknowledge that the Company and/or the Employer your employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsPSU Award, including, but not limited toincluding the grant of the PSU Award, the grant, vesting or settlement of the Performance Stock UnitsPSUs, the issuance conversion of Shares (the PSUs into shares of Stock or the receipt of any cash equivalent) upon settlement of the Performance Stock Unitspayments, the subsequent sale of Shares any shares of Stock acquired pursuant to such issuance at vesting and the receipt of any dividends and/or any or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of this the Award or any aspect of the Performance Stock Units PSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable event, you acknowledge that the Company and/or the Employer your employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicableyou shall pay, you agree to or make adequate arrangements satisfactory to the Company and/or the Employer or to fulfill your employer (in their sole discretion) to satisfy all Tax-Related ItemsItems withholding obligations of the Company and/or your employer. In this regard, you authorize the Company and/or the Employeror your employer, or their respective agents, at their discretion, to satisfy withhold all applicable Tax-Related Items from your wages or other cash compensation payable to you by the Company or your employer or from any withholding obligations cash payment received upon vesting of the PSUs. Alternatively, or in addition, the Company or your employer may, in their sole discretion, (1) withhold from proceeds of the sale of shares of Stock acquired upon vesting of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization), and/or (2) withhold in shares of Stock to be issued upon vesting of the PSUs. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by one considering applicable minimum statutory withholding amounts or a combination other applicable withholding rates. If the Tax-Related Items obligation is satisfied by reducing the number of shares of Stock issued upon vesting of the following:PSUs, for tax purposes, you are deemed to have been issued the full number of shares of Stock subject to the vested PSUs, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items. You shall pay to the Company or to your employer any amount of Tax-Related Items that the Company or your employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares to you if you fail to comply with your obligations in connection with the Tax-Related Items.

Tax Obligations. You acknowledge that, regardless of any action taken by the Company or, if different, your 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 your participation in the Plan and legally applicable to you (“Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You further acknowledge 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 Performance Stock Units, including, but not limited to, the grant, vesting or settlement of the Performance Stock Units, the issuance of Shares (or the cash equivalent) upon settlement of the Performance Stock Units, the subsequent sale of Shares acquired pursuant to such 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 this Award or any aspect of the Performance Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligations for with regard to Tax-Related Items by one or a combination of the following:

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company or, if different, or your employer (the “Employer”), the ultimate liability for takes with respect to any or all income taxtax (including federal, state and local taxes), social insurance, payroll tax, fringe benefits tax, payment on account tax or other tax-related items related to your participation in the Plan and legally applicable to you withholding (“Tax-Related Items”) ), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You further acknowledge that the Company and/or the Employer your employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock Unitsperformance share units, including, but not limited toincluding the grant of the performance share units, the grant, vesting or settlement of the Performance Stock Unitsperformance share units, the issuance of Shares (or the cash equivalent) upon settlement conversion of the Performance Stock Unitsperformance share units into shares of Stock, the subsequent sale of Shares any shares of Stock acquired pursuant to such issuance at vesting 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 this the Award or any aspect of the Performance Stock Units performance share units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdictionItems. Prior to any relevant taxable or tax withholding event, as applicablethe issuance of shares of Stock upon vesting of the performance share units, you agree to shall pay, or make adequate arrangements satisfactory to the Company and/or the Employer or to fulfill your employer (in their sole discretion) to satisfy all Tax-Related ItemsItems withholding obligations of the Company and/or your employer. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, your employer to satisfy any withholding obligations for withhold all applicable Tax-Related Items legally payable by one you from your wages or a combination other cash compensation payable to you by the Company or your employer, within the limits set by French law. Alternatively, or in addition, if permissible under local law, the Company or your employer may, in their sole discretion, (1) sell or arrange for the sale of shares of Stock to be issued on the vesting of the following:performance share units to satisfy the Tax-Related Items withholding obligation (on your behalf and at your direction pursuant to this authorization), and/or (2) withhold in shares of Stock, provided that the Company shall withhold only the amount of shares of Stock necessary to satisfy the minimum withholding amount. If the Tax-Related Items obligation is satisfied by reducing the number of shares of Stock issuable upon vesting of the performance share units, you are deemed to have been issued the full number of shares subject to the performance share units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items. You shall pay to the Company or to your employer any amount of Tax-Related Items that the Company or your employer may be required to withhold as a result of your receipt of performance share units, the vesting of performance share units or the conversion of vested performance share units to shares of Stock that cannot be satisfied by the means previously described. The Company may refuse to deliver shares of Stock to you if you fail to comply with your obligations in connection with the Tax-Related Items as described herein.