Common use of Tax Obligations Clause in Contracts

Tax Obligations. a. Grantee acknowledges that, regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or other payment of tax-related items related to Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax Obligations”), is and remains Grantee’s responsibility and may exceed the amount actually withheld by the Company. Grantee further acknowledges that the Company (A) makes no representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Restricted Shares, including, but not limited to, the grant or vesting of the Restricted Shares, the filing of an 83(b) election with respect to the Restricted Shares, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement and the receipt of any dividends or other distributions, and (B) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate Grantee’s liability for Tax Obligations or achieve any particular tax result. If Grantee fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Grantee acknowledges and agrees that the Company may refuse to issue or deliver the Restricted Shares. Grantee understands that Code Section 83 taxes as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value of the Restricted Shares as of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(b) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date of the Restricted Shares.

Tax Obligations. a. Grantee acknowledges that, regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or other payment of tax-related items related to GranteeXxxxxxx’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax Obligations”), is and remains Grantee’s responsibility and may exceed the amount actually withheld by the Company. Grantee further acknowledges that the Company (A) makes no representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Restricted Shares, including, but not limited to, the grant or vesting of the Restricted Shares, the filing of an 83(b) election with respect to the Restricted Shares, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement and the receipt of any dividends or other distributions, and (B) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate GranteeXxxxxxx’s liability for Tax Obligations or achieve any particular tax result. If Grantee Xxxxxxx fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Grantee Xxxxxxx acknowledges and agrees that the Company may refuse to issue or deliver the Restricted Shares. Grantee understands that Code Section 83 taxes as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value of the Restricted Shares as of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(b) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date of the Restricted Shares.

Tax Obligations. a. Grantee The Participant acknowledges that, regardless to the extent that the aggregate Fair Market Value (determined as of the time the Option is granted) of all shares of Stock with respect to which Incentive Stock Options, including the Option, are exercisable for the first time by the Participant in any calendar year exceeds $100,000, the Option and such other options shall be Non-Qualified Stock Options to the extent necessary to comply with the limitations imposed by Section 422(d) of the Code. The Participant further acknowledges that the rule set forth in the preceding sentence shall be applied by taking the Option and other “incentive stock options” into account in the order in which they were granted, as determined under Section 422(d) of the Code and the Treasury Regulations thereunder. The Participant acknowledges that an Incentive Stock Option exercised more than three months after the Participant’s Termination of Employment, other than by reason of death or Disability, will be taxed as a Non-Qualified Stock Option. Regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or Participant’s employer, whether it be the Company or a Subsidiary (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits, payment on account or other payment of tax-tax related items related to GranteeParticipant’s participation in the Plan and legally applicable to Grantee, Participant (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains Granteethe Participant’s responsibility and may exceed the amount actually withheld by the CompanyCompany or the Employer. Grantee The Participant further acknowledges that the Company and/or the Employer (Aa) makes make no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesOption, including, but not limited to, the grant grant, vesting or vesting exercise of the Restricted Shares, the filing of an 83(b) election with respect to the Restricted SharesOption, the subsequent sale of Restricted Shares shares of Stock acquired pursuant to this Award Agreement such exercise and the receipt of any dividends or other distributions, dividends; and (Bb) does do not commit to and is are under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares Option to reduce or eliminate Granteethe Participant’s liability for Tax Obligations Tax-Related Items or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; 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 the Employer 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 jurisdiction. If Grantee fails the Tax-Related Items are satisfied by withholding in shares of Stock, for tax purposes, the Participant will be deemed to make satisfactory arrangements 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 payment purpose of satisfying the Tax-Related Items. Finally, the Participant shall pay to the Company or the Employer any required Tax Obligations hereunder at the time amount of the applicable taxable event, Grantee acknowledges and agrees Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Restricted Shares. Grantee understands that Code Section 83 taxes as ordinary income shares of Stock or the difference between proceeds of the purchase pricesale of shares of Stock, if any, for the Restricted Shares and the fair market value of the Restricted Shares as of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, Participant fails to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(b) (the “83(b) Election”) comply with his or her obligations in connection with the IRS within thirty (30) days from the issue date of the Restricted SharesTax-Related Items.

Tax Obligations. a. Grantee acknowledges that, regardless Regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the subsidiary that employs the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other payment of tax-related items related to the Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the CompanyCompany and/or the Employer. The Grantee further acknowledges that the Company and/or the Employer (Ai) makes no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, including the grant or vesting of the Restricted SharesStock Units, the filing issuance of an 83(b) election with respect to shares of Common Stock upon settlement of the Restricted SharesStock Units, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement shares of Common Stock, and the receipt of any dividends or other distributions, dividend equivalents; and (Bii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate the Grantee’s liability for Tax Obligations Tax-Related Items or achieve any particular tax result. If Further, if the Grantee fails becomes subject to make satisfactory arrangements for tax in more than one jurisdiction, the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Grantee acknowledges and agrees that the Company and/or the Employer (or former Employer, as applicable) may refuse be required to issue withhold or deliver the Restricted Sharesaccount for Tax-Related Items in more than one jurisdiction. Grantee understands that Code Section 83 taxes as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value Prior to vesting of the Restricted Shares as of each vesting date. If Stock Units, the Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, shall pay or make adequate arrangements satisfactory to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(b) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date Company to satisfy all withholding obligations of the Restricted Shares.Company. In this regard, the Grantee authorizes the Company to withhold all applicable Tax-Related Items legally payable by the Grantee (i) from proceeds of the sale of the shares of Common Stock, either through a voluntary sale

Tax Obligations. a. Grantee acknowledges that, regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or other payment of tax-related items related to Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect As a condition to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax Obligations”), is and remains Grantee’s responsibility and may exceed the amount actually withheld by the Company. Grantee further acknowledges that the Company (A) makes no representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Restricted Shares, including, but not limited to, the grant or vesting of the Restricted Shares, the filing of an 83(b) election with respect to the Restricted Shares, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement and the receipt of any dividends or other distributions, and (B) does not commit to and is under no obligation to structure the terms of the grant or any aspect granting of the Award of Restricted Shares to reduce or eliminate Grantee’s liability for Tax Obligations or achieve any particular tax result. If Grantee fails to make satisfactory arrangements for and the payment of any required Tax Obligations hereunder at vesting thereof, the time of the applicable taxable event, Grantee acknowledges and agrees that he/she is responsible for the payment of UK income tax and employee's primary Class 1 national insurance contribution liabilities (and any other taxes required to be withheld) payable in connection with the vesting of an Award. Accordingly, the Grantee agrees to remit to the Company or any applicable subsidiary an amount sufficient to pay such taxes. Such payment shall be made to the Company or the applicable subsidiary of the Company in a form that is reasonably acceptable to the Company, as the Company may refuse determine in its sole discretion. Notwithstanding the foregoing, the Company may retain and withhold from delivery at the time of vesting that number of shares of Common Stock having a fair market value equal to issue the taxes owed by the Grantee, which retained shares shall fund the payment of such taxes by the Company on behalf of the Grantee. Further to the above, the Grantee agrees to indemnify and keep indemnified the Company and the Employer in respect of any income tax liability which falls to be paid to UK HM Revenue & Customs ("HMRC") by the Company or deliver the Restricted SharesEmployer under the Income Tax (Earnings & Pensions) Act 2003 ("ITEPA") and the PAYE regulations referred to in it, and any employees' primary Class 1 national insurance contributions which fall to be paid to HMRC by the Company or the Employer under the PAYE system as it applies for national insurance purposes under the Social Security Contributions and Benefits Act 1992 and the regulations referred to in it arising in connection with the grant, vesting or cancellation of the Award or the acquisition or other dealing in the shares of Common Stock acquired. Grantee understands that Code Section 83 taxes as ordinary income If so required by the difference between Company, and if the purchase price, if any, shares subject to the Award are considered to be "restricted securities" for the Restricted Shares and purposes of Part 7, Chapter 2 ITEPA (such determination to be made by the fair Company in its absolute discretion), settlement of the Award will be conditional on the Grantee executing a joint election pursuant to section 431 ITEPA together with the Employer in order to elect that the market value of the Restricted Shares shares subject to the Award be calculated as of each vesting dateif such shares were not "restricted securities". If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(b) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date of the Restricted Shares.Amendments; Severability:

Tax Obligations. a. Grantee acknowledges that, regardless Regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the subsidiary that employs the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other payment of tax-related items related to the Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the CompanyCompany and/or the Employer. The Grantee further acknowledges that the Company and/or the Employer (Ai) makes no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, including the grant or vesting of the Performance-Based Restricted SharesStock Units, the filing issuance of an 83(b) election with respect to shares of Common Stock upon settlement of the Performance-Based Restricted SharesStock Units, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement shares of Common Stock, and the receipt of any dividends or other distributions, dividend equivalents; and (Bii) does not commit to and is under no obligation to take any action or structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate the Grantee’s liability for Tax Obligations Tax-Related Items or achieve any particular tax result. If Further, if the Grantee fails becomes subject to make satisfactory arrangements for tax in more than one jurisdiction, the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Grantee acknowledges and agrees that the Company and/or the Employer (or former Employer, as applicable) may refuse be required to issue withhold or deliver the Restricted Sharesaccount for Tax-Related Items in more than one jurisdiction. Grantee understands that Code Section 83 taxes as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value Prior to vesting of the Performance-Based Restricted Shares as of each vesting date. If Stock Units, the Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, shall pay or make adequate arrangements satisfactory to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(b) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date Company to satisfy all withholding obligations of the Restricted Shares.Company. In this regard, the Grantee authorizes the Company to withhold all applicable Tax-Related Items legally payable by the Grantee (i) from proceeds of the sale of the shares of Common Stock, 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);

Tax Obligations. a. Grantee acknowledges that, regardless Regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the subsidiary that employs the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other payment of tax-related items related to the Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the CompanyCompany and/or the Employer. The Grantee further acknowledges that the Company and/or the Employer (Ai) makes no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, including the grant or vesting of the Performance-Based Restricted SharesStock Units, the filing issuance of an 83(b) election with respect to shares of Common Stock upon settlement of the Performance-Based Restricted SharesStock Units, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement shares of Common Stock, and the receipt of any dividends or other distributions, dividend equivalents; and (Bii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate the Grantee’s liability for Tax Obligations Tax- Related Items or achieve any particular tax result. If Further, if the Grantee fails becomes subject to make satisfactory arrangements for tax in more than one jurisdiction, the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Grantee acknowledges and agrees that the Company and/or the Employer (or former Employer, as applicable) may refuse be required to issue withhold or deliver the Restricted Sharesaccount for Tax-Related Items in more than one jurisdiction. Grantee understands that Code Section 83 taxes as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value Prior to vesting of the Performance-Based Restricted Shares as of each vesting date. If Stock Units, the Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, shall pay or make adequate arrangements satisfactory to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(b) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date Company to satisfy all withholding obligations of the Restricted Shares.Company. In this regard, the Grantee authorizes the Company to withhold all applicable Tax- Related Items legally payable by the Grantee (i) from proceeds of the sale of the shares of Common Stock, either through a voluntary sale or through a mandatory sale arranged by the

Tax Obligations. a. Grantee acknowledges that, regardless Regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the subsidiary that employs the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other payment of tax-related items related to the Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the CompanyCompany and/or the Employer. The Grantee further acknowledges that the Company and/or the Employer (Ai) makes no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, including the grant or vesting of the Restricted SharesStock Units, the filing issuance of an 83(b) election with respect to shares of Company Stock upon settlement of the Restricted SharesStock Units, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement shares of Company Stock, and the receipt of any dividends or other distributions, dividend equivalents; and (Bii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate the Grantee’s liability for Tax Obligations Tax-Related Items or achieve any particular tax result. If Further, if the Grantee fails becomes subject to tax in more than one jurisdiction, 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 vesting of the Restricted Stock Units, the Grantee shall pay or make adequate arrangements satisfactory arrangements to the Company to satisfy all withholding obligations of the Company. In this regard, the Grantee authorizes the Company to withhold all applicable Tax-Related Items legally payable by the Grantee (i) from proceeds of the sale of the shares of Company Stock, 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); and/or (ii) by the Company retaining a portion of the vested Restricted Stock Units to be settled. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case the payment Grantee may receive a refund of any required Tax Obligations hereunder at over-withheld amount in cash and will have no entitlement to the time Company Form of WEX Inc. Restricted Stock Unit Agreement under the WEX Inc. 2019 Equity and Incentive Plan Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject to the vested Restricted Stock Units, notwithstanding that a number of shares are held back solely for purposes of paying the Tax-Related Items due as a result of any aspect of the applicable taxable eventGrantee’s participation in the Plan. Finally, the Grantee acknowledges and agrees shall pay to the Company any amount of Tax-Related Items that the Company may be required to withhold as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or and deliver shares of Company Stock in payment of any earned and vested Restricted Stock Units if the Restricted Shares. Grantee understands that Code Section 83 taxes as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value of the Restricted Shares as of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, fails to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(b) (the “83(b) Election”) comply with the IRS within thirty (30) days from Grantee’s obligations in connection with the issue date of the Restricted SharesTax-Related Items as described in this Paragraph 10.

Tax Obligations. a. Grantee acknowledges that, regardless Regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the subsidiary that employs the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other payment of tax-related items related to the Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the CompanyCompany and/or the Employer. The Grantee further acknowledges that the Company and/or the Employer (Ai) makes no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, including the grant or vesting of the Restricted SharesStock Units, the filing issuance of an 83(b) election with respect to shares of Company Stock upon settlement of the Restricted SharesStock Units, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement shares of Company Stock, and the receipt of any dividends or other distributions, dividend equivalents; and (Bii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate the Grantee’s liability for Tax Obligations Tax-Related Items or achieve any particular tax result. If Further, if the Grantee fails becomes subject to tax in more than one jurisdiction, 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 vesting of the Restricted Stock Units, the Grantee shall pay or make adequate arrangements satisfactory arrangements to the Company to satisfy all withholding obligations of the Company. In this regard, the Grantee authorizes the Company to withhold all applicable Tax-Related Items legally payable by the Grantee (i) from proceeds of the sale of the shares of Company Stock, 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); and/or (ii) by the Company retaining a portion of the vested Restricted Stock Units to be settled. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case the payment Grantee may receive a refund of any required Tax Obligations hereunder at over-withheld amount in cash and will have no entitlement to the time Company Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject to the vested Restricted Stock Units, notwithstanding that a number of shares are held back solely for purposes of paying the Tax-Related Items due as a result of any aspect of the applicable taxable eventGrantee’s participation in the Plan. Finally, the Grantee acknowledges and agrees shall pay to the Company any amount of Tax-Related Items that the Company may be required to withhold as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or and deliver shares of Company Stock in payment of any earned and vested Restricted Stock Units if the Restricted Shares. Grantee understands that Code Section 83 taxes as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value of the Restricted Shares as of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, fails to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(b) (the “83(b) Election”) comply with the IRS within thirty (30) days from Grantee’s obligations in connection with the issue date of the Restricted SharesTax-Related Items as described in this Paragraph 10.

Tax Obligations. a. The following provision replaces Section 8 of the Agreement: The Grantee acknowledges that, regardless of any action taken by the CompanyCompany or, if different, the ultimate liability for subsidiary employing or retaining the Grantee (the “Employer”) takes with respect to any tax and/or or all income tax, social insurance liability obligations and requirements in connection with the Restricted Sharesinsurance, including without limitationpayroll tax, (i) all federalfringe benefit tax, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company payment on account or other payment of tax-related items related to the Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax-Related Items”), the ultimate liability for Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount amount, if any, actually withheld by the CompanyCompany or the Employer. The Grantee further acknowledges that the Company and/or the Employer (Ai) makes make no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesStock Units, including, but not limited to, the grant grant, vesting or vesting settlement of the Restricted Shares, the filing of an 83(b) election with respect to the Restricted SharesStock Units, the subsequent sale of Restricted Shares shares of Stock acquired pursuant to this Award Agreement such settlement and the receipt of any dividends or other distributions, and (Bii) does do not commit to and is are under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares Stock Units to reduce or eliminate the Grantee’s liability for Tax Obligations Tax-Related Items or achieve any particular tax result. Further, if the Grantee is subject to Tax-Related Items in more than one jurisdiction, 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. If the Grantee fails to make satisfactory arrangements for the payment of any required Tax Obligations Tax-Related Items hereunder at the time of the applicable taxable event, the Grantee acknowledges and agrees that the Company may refuse to issue or deliver the Restricted Sharesshares of Stock or the proceeds of the sale of shares of Stock. Prior to the relevant taxable or tax withholding event, as applicable, the Grantee understands that Code Section 83 taxes as ordinary income agrees to make adequate arrangements satisfactory to the difference between Company or the purchase priceEmployer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items, if any, for by withholding from proceeds of the Restricted Shares and the fair market value sale of shares of Stock acquired at vesting of the Restricted Shares Stock Units, 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. Alternatively, the Company and the Employer, or their respective agents, in their sole discretion and pursuant to such procedures as of each vesting date. If Grantee is a U.S. taxpayerthey may specify from time to time, Grantee understands that Grantee may electsatisfy their withholding obligations with regard to all Tax-Related Items, for purposes of U.S. tax lawif any, to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(bin whole or in part (without limitation) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date of the Restricted Shares.by:

Tax Obligations. a. Grantee acknowledges that, regardless Regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the subsidiary that employs the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other payment of tax-related items related to the Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the CompanyCompany and/or the Employer. The Grantee further acknowledges that the Company and/or the Employer (Ai) makes no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, including the grant or vesting of the Performance-Based Restricted SharesStock Units, the filing issuance of an 83(b) election with respect to shares of Company Stock upon settlement of the Performance-Based Restricted SharesStock Units, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement shares of Company Stock, and the receipt of any dividends or other distributions, dividend equivalents; and (Bii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate the Grantee’s liability for Tax Obligations Tax-Related Items or achieve any particular tax result. If Further, if the Grantee fails becomes subject to tax in more than one jurisdiction, 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 vesting of the Performance-Based Restricted Stock Units, the Grantee shall pay or make adequate arrangements satisfactory arrangements to the Company to satisfy all withholding obligations of the Company. In this regard, the Grantee authorizes the Company to withhold all applicable Tax-Related Items legally payable by the Grantee (i) from proceeds of the sale of the shares of Company Stock, 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); and/or (ii) by the Company retaining a portion of the vested Performance-Based Restricted Stock Units to be settled. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case the payment Grantee may receive a refund of any required Tax Obligations hereunder at over-withheld amount in cash and will have no entitlement to the time Company Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject to the vested Performance-Based Restricted Stock Units, notwithstanding that a number of shares are held back solely for purposes of paying the Tax-Related Items due as a result of any aspect of the applicable taxable eventGrantee’s participation in the Plan. Finally, the Grantee acknowledges and agrees shall pay to the Company any amount of Tax-Related Items that the Company may be required to withhold as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or and deliver shares of Company Stock in payment of any earned and vested Performance-Based Restricted Stock Form of WEX Inc. Performance-Based Restricted Stock Unit Agreement under the Restricted Shares. WEX Inc. 2019 Equity and Incentive Plan Units if the Grantee understands that Code Section 83 taxes as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value of the Restricted Shares as of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, fails to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(b) (the “83(b) Election”) comply with the IRS within thirty (30) days from Grantee’s obligations in connection with the issue date of the Restricted SharesTax-Related Items as described in this Paragraph 10.

Tax Obligations. a. Grantee acknowledges that, regardless Regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the subsidiary that employs the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other payment of tax-related items related to the Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the CompanyCompany and/or the Employer. The Grantee further acknowledges that the Company and/or the Employer (Ai) makes no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, including the grant or vesting of the Restricted SharesStock Units, the filing issuance of an 83(b) election with respect to shares of Common Stock upon settlement of the Restricted SharesStock Units, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement shares of Common Stock, and the receipt of any dividends or other distributions, dividend equivalents; and (Bii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate the Grantee’s liability for Tax Obligations Tax-Related Items or achieve any particular tax result. If Further, if the Grantee fails becomes subject to tax in more than one jurisdiction, 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 vesting of the Restricted Stock Units, the Grantee shall pay or make adequate arrangements satisfactory arrangements to the Company to satisfy all withholding obligations of the Company. In this regard, the Grantee authorizes the Company to withhold all applicable Tax-Related Items legally payable by the Grantee (i) from proceeds of the sale of the shares of Common Stock, 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); and/or (ii) by the Company retaining a portion of the vested Restricted Stock Units to be settled. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case the payment Grantee may receive a refund of any required Tax Obligations hereunder at over- withheld amount in cash and will have no entitlement to the time Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Common Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Common Stock subject to the vested Restricted Stock Units, notwithstanding that a number of shares are held back solely for purposes of paying the Tax- Related Items due as a result of any aspect of the applicable taxable eventGrantee’s participation in the Plan. Finally, the Grantee acknowledges and agrees shall pay to the Company any amount of Tax-Related Items that the Company may be required to withhold as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or and deliver shares of Common Stock in payment of any earned and vested Restricted Stock Units if the Restricted Shares. Grantee understands that Code Section 83 taxes as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value of the Restricted Shares as of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, fails to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(b) (the “83(b) Election”) comply with the IRS within thirty (30) days from Grantee’s obligations in connection with the issue date of the Restricted SharesTax-Related Items as described in this Paragraph 10.

Tax Obligations. a. Grantee acknowledges that, regardless Regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the subsidiary that employs the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other payment of tax-related items related to the Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the CompanyCompany and/or the Employer. The Grantee further acknowledges that the Company and/or the Employer (Ai) makes no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, including the grant or vesting of the Performance-Based Restricted SharesStock Units, the filing issuance of an 83(b) election with respect to shares of Common Stock upon settlement of the Performance-Based Restricted SharesStock Units, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement shares of Common Stock, and the receipt of any dividends or other distributions, dividend equivalents; and (Bii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate the Grantee’s liability for Tax Obligations Tax-Related Items or achieve any particular tax result. If Further, if the Grantee fails becomes subject to tax in more than one jurisdiction, 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 vesting of the Performance-Based Restricted Stock Units, the Grantee shall pay or make adequate arrangements satisfactory arrangements to the Company to satisfy all withholding obligations of the Company. In this regard, the Grantee authorizes the Company to withhold all applicable Tax-Related Items legally payable by the Grantee (i) from proceeds of the sale of the shares of Common Stock, 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); and/or (ii) by the Company retaining a portion of the vested Performance-Based Restricted Stock Units to be settled. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case the payment Grantee may receive a refund of any required Tax Obligations hereunder at over- withheld amount in cash and will have no entitlement to the time Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Common Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Common Stock subject to the vested Performance-Based Restricted Stock Units, notwithstanding that a number of shares are held back solely for purposes of paying the Tax-Related Items due as a result of any aspect of the applicable taxable eventGrantee’s participation in the Plan. Finally, the Grantee acknowledges and agrees shall pay to the Company any amount of Tax-Related Items that the Company may be required to withhold as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or and deliver shares of Common Stock in payment of any earned and vested Performance-Based Restricted Stock Units if the Restricted Shares. Grantee understands that Code Section 83 taxes as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value of the Restricted Shares as of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, fails to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(b) (the “83(b) Election”) comply with the IRS within thirty (30) days from Grantee’s obligations in connection with the issue date of the Restricted SharesTax-Related Items as described in this Paragraph 10.

Tax Obligations. a. Grantee acknowledges that, regardless Regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the subsidiary that employs the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other payment of tax-related items related to the Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the CompanyCompany and/or the Employer. The Grantee further acknowledges that the Company and/or the Employer (Ai) makes no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, including the grant or vesting of the Restricted SharesStock Units, the filing issuance of an 83(b) election with respect to shares of Common Stock upon settlement of the Restricted SharesStock Units, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement shares of Common Stock, and the receipt of any dividends or other distributions, dividend equivalents; and (Bii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate the Grantee’s liability for Tax Obligations Tax-Related Items or achieve any particular tax result. If Further, if the Grantee fails becomes subject to make satisfactory arrangements for tax in more than one jurisdiction, the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Grantee acknowledges and agrees that the Company and/or the Employer (or former Employer, as applicable) may refuse be required to issue withhold or deliver the Restricted Sharesaccount for Tax-Related Items in more than one jurisdiction. Grantee understands that Code Section 83 taxes as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value Prior to vesting of the Restricted Shares as of each vesting date. If Stock Units, the Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, shall pay or make adequate arrangements satisfactory to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(b) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date Company to satisfy all withholding obligations of the Restricted Shares.Company. In this regard, the Grantee authorizes the Company to withhold all applicable Tax-Related Items legally payable by the Grantee (i) from proceeds of the sale of the shares of Common Stock, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization

Tax Obligations. a. Grantee acknowledges that, regardless Regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the subsidiary that employs the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other payment of tax-related items related to the Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the CompanyCompany and/or the Employer. The Grantee further acknowledges that the Company and/or the Employer (Ai) makes no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, including the grant or vesting of the Restricted SharesStock Units, the filing issuance of an 83(b) election with respect to shares of Common Stock upon settlement of the Restricted SharesStock Units, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement shares of Common Stock, and the receipt of any dividends or other distributions, dividend equivalents; and (Bii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate the Grantee’s liability for Tax Obligations Tax-Related Items or achieve any particular tax result. If Further, if the Grantee fails becomes subject to tax in more than one jurisdiction, 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 vesting of the Restricted Stock Units, the Grantee shall pay or make adequate arrangements satisfactory arrangements to the Company to satisfy all withholding obligations of the Company. In this regard, the Grantee authorizes the Company to withhold all applicable Tax-Related Items legally payable by the Grantee (i) from proceeds of the sale of the shares of Common Stock, 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); and/or (ii) by the Company retaining a portion of the vested Restricted Stock Units to be settled. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case the payment Grantee may receive a refund of any required Tax Obligations hereunder at over-withheld amount in cash and will have no entitlement to the time Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Common Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Common Stock subject to the vested Restricted Stock Units, notwithstanding that a number of shares are held back solely for purposes of paying the Tax-Related Items due as a result of any aspect of the applicable taxable eventGrantee’s participation in the Plan. Finally, the Grantee acknowledges and agrees shall pay to the Company any amount of Tax-Related Items that the Company may be required to withhold as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or and deliver shares of Common Stock in payment of any earned and vested Restricted Stock Units if the Restricted Shares. Grantee understands that Code Section 83 taxes as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value of the Restricted Shares as of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, fails to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(b) (the “83(b) Election”) comply with the IRS within thirty (30) days from Grantee’s obligations in connection with the issue date of the Restricted SharesTax-Related Items as described in this Paragraph 10.

Tax Obligations. a. Grantee acknowledges that, regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or other payment of tax-related items related to Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect As a condition to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax Obligations”), is and remains Grantee’s responsibility and may exceed the amount actually withheld by the Company. Grantee further acknowledges that the Company (A) makes no representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Restricted Shares, including, but not limited to, the grant or vesting of the Restricted Shares, the filing of an 83(b) election with respect to the Restricted Shares, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement and the receipt of any dividends or other distributions, and (B) does not commit to and is under no obligation to structure the terms of the grant or any aspect granting of the Award of Restricted Shares to reduce or eliminate Grantee’s liability for Tax Obligations or achieve any particular tax result. If Grantee fails to make satisfactory arrangements for and the payment of any required Tax Obligations hereunder at vesting thereof, the time of the applicable taxable event, Grantee acknowledges and agrees that he/she is responsible for the payment of UK income tax and employee's primary Class 1 national insurance contribution liabilities (and any other taxes required to be withheld) payable in connection with the vesting of an Award. Accordingly, the Grantee agrees to remit to the Company or any applicable subsidiary an amount sufficient to pay such taxes. Such payment shall be made to the Company or the applicable subsidiary of the Company in a form that is reasonably acceptable to the Company, as the Company may refuse determine in its sole discretion. Notwithstanding the foregoing, the Company may retain and withhold from delivery at the time of vesting that number of shares of Common Stock having a fair market value equal to issue the taxes owed by the Grantee, which retained shares shall fund the payment of such taxes by the Company on behalf of the Grantee. Further to the above, the Grantee agrees to indemnify and keep indemnified the Company and the Employer in respect of any income tax liability which falls to be paid to UK HM Revenue & Customs ("HMRC") by the Company or deliver the Restricted SharesEmployer under the Income Tax (Earnings & Pensions) Act 2003 ("ITEPA") and the PAYE regulations referred to in it, and any employees' primary Class 1 national insurance contributions which fall to be paid to HMRC by the Company or the Employer under the PAYE system as it applies for national insurance purposes under the Social Security Contributions and Benefits Act 1992 and the regulations referred to in it arising in connection with the grant, vesting or cancellation of the Award or the acquisition or other dealing in the shares of Common Stock acquired. Grantee understands that Code Section 83 taxes as ordinary income If so required by the difference between Company, and if the purchase price, if any, shares subject to the Award are considered to be "restricted securities" for the Restricted Shares and purposes of Part 7, Chapter 2 ITEPA (such determination to be made by the fair Company in its absolute discretion), settlement of the Award will be conditional on the Grantee executing a joint election pursuant to section 431 ITEPA together with the Employer in order to elect that the market value of the Restricted Shares shares subject to the Award be calculated as if such shares were not "restricted securities". Amendments; Severability: Paragraph 13 Sub-paragraph (b) of each vesting datethe Agreement does not apply. If Grantee is a U.S. taxpayerData Privacy: 16. Data Privacy (a) The Company, Grantee understands that Grantee may electin its capacity as Controller, for purposes grants Awards under the Plan to employees of U.S. tax lawthe Company and its subsidiaries in its sole discretion. In conjunction with the Company’s grant of the Award under the Plan and its ongoing administration of such awards, to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(b) Company collects, uses and otherwise processes (the “83(b) ElectionProcess (es)(ing)”) with the IRS within thirty Grantee’s personal data (30) days “Personal Data”), including the Grantee’s name, home address, email address, and telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares of Common Stock or directorships held in the Company, and details of all Awards or any other equity compensation awards granted, canceled, exercised, vested, or outstanding in the Grantee’s favor, which the Company receives from the issue date of Grantee or the Restricted SharesEmployer.

Tax Obligations. a. Grantee acknowledges that, regardless Regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the subsidiary that employs the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other payment of tax-related items related to the Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the CompanyCompany and/or the Employer. The Grantee further acknowledges that the Company and/or the Employer (Ai) makes no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, including the grant or vesting of the Restricted SharesStock Units, the filing issuance of an 83(b) election with respect to shares of Common Stock upon settlement of the Restricted SharesStock Units, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement shares of Common Stock, and the receipt of any dividends or other distributions, dividend equivalents; and (Bii) does not commit to and is under no obligation to take any action or structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate the Grantee’s liability for Tax Obligations Tax-Related Items or achieve any particular tax result. If Further, if the Grantee fails becomes subject to make satisfactory arrangements for tax in more than one jurisdiction, the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Grantee acknowledges and agrees that the Company and/or the Employer (or former Employer, as applicable) may refuse be required to issue withhold or deliver the Restricted Sharesaccount for Tax-Related Items in more than one jurisdiction. Grantee understands that Code Section 83 taxes as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value Prior to vesting of the Restricted Shares as Stock Units, the Grantee shall pay or make adequate arrangements satisfactory to the Company to satisfy all withholding obligations of each vesting datethe Company. In this regard, the Grantee authorizes the Company to withhold all applicable Tax-Related Items legally payable by the Grantee (i) from proceeds of the sale of the shares of Common Stock, 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); and/or (ii) by the Company retaining a portion of the vested Restricted Stock Units to be settled. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case the Grantee may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Common Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Common Stock subject to the vested Restricted Stock Units, notwithstanding that a U.S. taxpayer, Grantee understands that Grantee may elect, number of shares are held back solely for purposes of U.S. tax law, to be taxed at paying the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(b) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date Tax-Related Items due as a result of any aspect of the Restricted SharesGrantee’s participation in the Plan.

Tax Obligations. a. Grantee acknowledges that, regardless Regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the subsidiary that employs the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other payment of tax-related items related to the Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the CompanyCompany and/or the Employer. The Grantee further acknowledges that the Company and/or the Employer (Ai) makes no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, including the grant or vesting of the Restricted SharesStock Units, the filing issuance of an 83(b) election with respect to shares of Common Stock upon settlement of the Restricted SharesStock Units, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement shares of Common Stock, and the receipt of any dividends or other distributions, dividend equivalents; and (Bii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate the Grantee’s liability for Tax Obligations Tax-Related Items or achieve any particular tax result. If Further, if the Grantee fails becomes subject to make satisfactory arrangements for tax in more than one jurisdiction, the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Grantee acknowledges and agrees that the Company and/or the Employer (or former Employer, as applicable) may refuse be required to issue withhold or deliver the Restricted Sharesaccount for Tax- Related Items in more than one jurisdiction. Grantee understands that Code Section 83 taxes as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value Prior to vesting of the Restricted Shares as Stock Units, the Grantee shall pay or make adequate arrangements satisfactory to the Company to satisfy all withholding obligations of each vesting datethe Company. In this regard, the Grantee authorizes the Company to withhold all applicable Tax-Related Items legally payable by the Grantee (i) from proceeds of the sale of the shares of Common Stock, 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); and/or (ii) by the Company retaining a portion of the vested Restricted Stock Units to be settled. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case the Grantee may receive a refund of any over- withheld amount in cash and will have no entitlement to the Common Stock equivalent. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(b) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date of the Restricted Shares.obligation

Tax Obligations. a. Grantee acknowledges that, regardless Regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the subsidiary that employs the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other payment of tax-related items related to the Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax- Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the CompanyCompany and/or the Employer. The Grantee further acknowledges that the Company and/or the Employer (Ai) makes no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, including the grant or vesting of the Restricted SharesStock Units, the filing issuance of an 83(b) election with respect to shares of Common Stock upon settlement of the Restricted SharesStock Units, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement shares of Common Stock, and the receipt of any dividends or other distributions, dividend equivalents; and (Bii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate the Grantee’s liability for Tax Obligations Tax-Related Items or achieve any particular tax result. If Further, if the Grantee fails becomes subject to make satisfactory arrangements for tax in more than one jurisdiction, the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Grantee acknowledges and agrees that the Company and/or the Employer (or former Employer, as applicable) may refuse be required to issue withhold or deliver the Restricted Sharesaccount for Tax-Related Items in more than one jurisdiction. Grantee understands that Code Section 83 taxes as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value Prior to vesting of the Restricted Shares as Stock Units, the Grantee shall pay or make adequate arrangements satisfactory to the Company to satisfy all withholding obligations of each vesting datethe Company. If In this regard, the Grantee is authorizes the Company to withhold all applicable Tax- Related Items legally payable by the Grantee (i) from proceeds of the sale of the shares of Common Stock, either through a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent); and/or (ii) by the Company retaining a portion of U.S. tax law, the vested Restricted Stock Units to be taxed at settled. Depending on the time withholding method, the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(b) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date of the Restricted Shares.Company may withhold or account for Tax-Related

Tax Obligations. a. Grantee acknowledges that, regardless Regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the subsidiary that employs the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other payment of tax-related items related to the Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the CompanyCompany and/or the Employer. The Grantee further acknowledges that the Company and/or the Employer (Ai) makes no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesAward, includingincluding the grant, but not limited tovesting or exercise of the Option, the grant or vesting issuance of shares of Company Stock upon exercise of the Restricted Shares, the filing of an 83(b) election with respect to the Restricted SharesOption, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement shares of Company Stock, and the receipt of any dividends or other distributions, dividend equivalents; and (Bii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate the Grantee’s liability for Tax Obligations Tax-Related Items or achieve any particular tax result. If Further, if the Grantee fails becomes subject to tax in more than one jurisdiction, 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, the Grantee shall pay or make adequate arrangements satisfactory arrangements to the Company to satisfy all withholding obligations of the Company. In this regard, the Grantee authorizes the Company to withhold all applicable Tax-Related Items legally payable by the Grantee (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 Grantee’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, provided the Company only withholds the amount of Shares necessary to satisfy no more than the maximum statutory withholding amounts. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding amounts or other applicable withholding rates, including up to the maximum permissible statutory rate for the payment 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 refund of any required Tax Obligations hereunder at over-withheld amount in cash in accordance with applicable law. If the time 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 applicable taxable eventshares are held back solely for the purpose of satisfying the withholding obligation for Tax-Related Items. Finally, the Grantee acknowledges and 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 Restricted Shares. Grantee understands that Code Section 83 taxes as ordinary income shares of Company Stock or the difference between proceeds of the purchase pricesale of such shares, if any, for the Restricted Shares and the fair market value of the Restricted Shares as of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, fails to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(b) (the “83(b) Election”) comply with the IRS within thirty (30) days from Grantee’s obligations in connection with the issue date of the Restricted SharesTax-Related Items as described in Paragraph 10.

Tax Obligations. a. Grantee acknowledges that, regardless Regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the subsidiary that employs the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other payment of tax-related items related to the Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the CompanyCompany and/or the Employer. The Grantee further acknowledges that the Company and/or the Employer (Ai) makes no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, including the grant or vesting of the Performance- Based Restricted SharesStock Units, the filing issuance of an 83(b) election with respect to shares of Common Stock upon settlement of the Performance-Based Restricted SharesStock Units, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement shares of Common Stock, and the receipt of any dividends or other distributions, dividend equivalents; and (Bii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate the Grantee’s liability for Tax Obligations Tax-Related Items or achieve any particular tax result. If Further, if the Grantee fails becomes subject to make satisfactory arrangements for tax in more than one jurisdiction, the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Grantee acknowledges and agrees that the Company and/or the Employer (or former Employer, as applicable) may refuse be required to issue withhold or deliver account for Tax-Related Items in more than one jurisdiction. Prior to vesting of the Performance-Based Restricted SharesStock Units, the Grantee shall pay or make adequate arrangements satisfactory to the Company to satisfy all withholding obligations of the Company. In this regard, the Grantee understands that Code Section 83 taxes as ordinary income authorizes the difference between Company to withhold all applicable Tax-Related Items legally payable by the purchase priceGrantee (i) from proceeds of the sale of the shares of Common Stock, if anyeither 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); and/or (ii) by the Company retaining a portion of the vested Performance-Based Restricted Stock Units to be settled. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case the Grantee may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Common Stock, for tax purposes, the Restricted Shares and the fair market value of the Restricted Shares as of each vesting date. If Grantee is deemed to have been issued the full number of shares of Common Stock subject to the vested Performance-Based Restricted Stock Units, notwithstanding that a U.S. taxpayer, Grantee understands that Grantee may elect, number of shares are held back solely for purposes of U.S. tax law, to be taxed at paying the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(b) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date Tax-Related Items due as a result of any aspect of the Restricted Shares.Grantee’s