Common use of Tax Withholding Clause in Contracts

Tax Withholding. Notwithstanding anything herein to the contrary, certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory note.

Tax Withholding. Notwithstanding anything herein When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the contrary, certificates minimum amount that is necessary to meet the withholding requirement for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company such Tax Obligations (or such other executive officer of greater amount as Participant may elect if permitted by the Company performing a similar functionAdministrator, if such greater amount would not result in adverse financial accounting consequences), at its corporate headquarters in New York, New York, (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash payment, if any, deemed necessary compensation paid to Participant by the Company to enable it to satisfy any federaland/or the Service Recipient, foreign or other tax withholding obligations with respect (iv) delivering to the shares Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of Restricted Stock such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that have vested is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the “Tax Amount”) (unless other arrangements acceptable to Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its sole discretion discretion, it will have been made)the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Notwithstanding anything herein Further, if Participant is subject to tax in more than one jurisdiction between the contraryDate of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the event payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall refuse to honor the exercise and refuse to deliver the Shares if such amounts are not be required to), in its sole discretion, delivered at any the time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteexercise.

Tax Withholding. Notwithstanding anything herein The Employee timely shall pay to the contraryCompany such amount as the Company may be required, certificates for under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the "Required Tax Payments") with respect to the Award. The Employee may elect to satisfy his or her obligation to advance the Required Tax Payments by (a) authorizing the Company to withhold whole shares of Restricted Common Stock that have vested shall not which otherwise would be delivered to the Grantee unless and until the Grantee has delivered Employee pursuant to the Executive Vice PresidentAward, Human Resources having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with the Award or (b) delivery (either actual delivery or by attestation procedures established by the Company) to the Company (or such other executive officer of previously-owned whole shares of Common Stock, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with the Award. Shares of Common Stock to be withheld or delivered may not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum statutory withholding rate. Unless other arrangements have been made to the Company’s satisfaction, any fraction of a share of Common Stock which would be required to pay the Required Tax Payments shall be disregarded and the remaining amount due shall be paid in cash by the Employee. The Employee agrees that if by the pay period that immediately follows the date that the Restriction Period with respect to the Award terminates, no cash payment attributable to any such fractional share shall have been received by the Company, then the Employee hereby authorizes the Company performing a similar function)to deduct such cash payment from any amount payable by the Company or any Affiliate to the Employee, at its corporate headquarters in New Yorkincluding without limitation any amount payable to the Employee as salary or wages. Notwithstanding the foregoing provisions of this Section 5.3, New York, cash paymentan Employee shall satisfy his or her obligation to advance employment taxes owed prior to the date that the Restriction Period with respect to the Award terminates, if any, deemed necessary by a cash payment to the Company, and the Employee hereby authorizes the Company to deduct such cash payment from any amount payable by the Company to enable it to satisfy or any federal, foreign or other tax withholding obligations with respect Affiliate to the shares of Restricted Stock Employee, including without limitation any amount payable to the Employee as salary or wages. The Employee agrees that have vested (the “Tax Amount”) (unless other arrangements acceptable authorizations set forth in this Section 5.3 may be reauthorized via electronic means determined by the Company. The Employee may revoke these authorizations by written notice to the Company in its sole discretion have been made). Notwithstanding anything herein prior to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notededuction.

Tax Withholding. The Company will assess its requirements regarding federal, state, and local income taxes, FICA taxes, and any other applicable taxes (“Tax Items”) in connection with the Restricted Stock. These requirements may change from time to time as laws or interpretations change. The Company will withhold Tax Items as required by law. Regardless of the Company’s actions in this regard, Gxxxxxx acknowledges and agrees that the ultimate liability for Tax Items is Gxxxxxx’s responsibility. Gxxxxxx acknowledges and agrees that the Company: makes no representations or undertakings regarding the treatment of any Tax Items in connection with any aspect of the Restricted Stock, including any subsequent sale of Shares acquired under the Plan; and does not commit to structure the terms of the Restricted Stock or any aspect of the Restricted Stock to reduce or eliminate liability for Tax Items. Notwithstanding anything herein to any contrary provision of this Award Agreement, no certificate representing the contrary, certificates for shares Shares of Restricted Stock that have vested shall not or book-entry Shares will be issued or delivered to the Grantee Grantee, unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company satisfactory arrangements (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary as determined by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations Committee) have been made by Grantee with respect to the shares payment of Restricted Stock that have vested (the “Tax Amount”) (unless income, employment, and other arrangements acceptable to taxes which the Company determines are to be withheld with respect to such Shares. The Committee, in its sole discretion have been made). Notwithstanding anything herein and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy such tax withholding obligation, in whole or in part (without limitation) by one or more of the following: (i) paying cash, (ii) delivering to the contraryCompany already vested and owned Shares having an aggregate Fair Market Value (as of the date the withholding is effected) equal to the amount required to be withheld, in or (ii) by authorizing the event that Company to hold back a number of Shares otherwise deliverable to Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, through such means as the Company may (but shall not be required to), determine in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with discretion (whether through a broker or otherwise) having an aggregate value equal to 150% Fair Market Value (as of the Tax Amount. For purposes of date the preceding sentence, each share of Restricted Stock shall be deemed to have a value withholding is effected) equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount amount required to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notewithheld.

Tax Withholding. Notwithstanding anything herein When Shares are issued as payment for vested Restricted Stock Units, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the contrary, certificates minimum amount that is necessary to meet the withholding requirement for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company such Tax Obligations (or such other executive officer of greater amount as Participant may elect if permitted by the Company performing a similar functionAdministrator, if such greater amount would not result in adverse financial accounting consequences), at its corporate headquarters in New York, New York, (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash payment, if any, deemed necessary compensation paid to Participant by the Company to enable it to satisfy any federaland/or the Service Recipient, foreign or other tax withholding obligations with respect (iv) delivering to the shares Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of Restricted Stock such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that have vested is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the “Tax Amount”) (unless other arrangements acceptable to Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its sole discretion discretion, it will have been made)the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such Tax Obligations are satisfied. Notwithstanding anything herein Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and such Restricted Stock Units will be returned to the contrary, in Company at no cost to the event Company. Participant acknowledges and agrees that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall refuse to deliver the Shares if such Tax Obligations are not be required to), in its sole discretion, delivered at any the time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notethey are due.

Tax Withholding. Notwithstanding anything herein On or before the time you receive a distribution of the shares subject to your PSUs, or at any time thereafter as requested by the contraryCompany, certificates you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision in cash for shares of Restricted Stock that have vested shall not be delivered any sums required to satisfy the Grantee unless federal, state, local and until the Grantee has delivered to the Executive Vice President, Human Resources foreign tax withholding obligations of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters any Affiliate which arise in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations connection with respect to the shares of Restricted Stock that have vested your PSUs (the “Tax AmountWithholding Taxes”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedAdditionally, the Company may (but shall not be required to)may, in its sole discretion, at satisfy all or any time portion of the Withholding Taxes obligation relating to your PSUs by notice any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Grantee, choose Company; (ii) causing you to tender a cash payment; (iii) permitting you to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered under the Agreement to satisfy the conditions outlined in Withholding Taxes and whereby the immediately preceding sentence by unilaterally revoking FINRA Dealer irrevocably commits to forward the Grantee’s right proceeds necessary to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of satisfy the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal Withholding Taxes directly to the average closing price of a share of the Common Stock on the Nasdaq Global Market Company; or (or such other U.S. exchange or market on which the Common Stock is then primarily tradediv) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned from the shares of Common Stock issued or otherwise issuable to you in connection with the PSUs with a Fair Market Value (measured as of the date shares of Common Stock are issued to you pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Unless the tax withholding obligations of the Company and/or any Affiliate are satisfied, the Company shall have no obligation to deliver to you any Common Stock. In the event the Company’s obligation to withhold arises prior to the delivery to you of Common Stock or it is determined after the delivery of Common Stock to you that the amount of the Company’s withholding obligation was greater than the amount withheld by the GranteeCompany, or in installments (together with interest) evidenced you agree to indemnify and hold the Company harmless from any failure by the Grantee’s secured promissory noteCompany to withhold the proper amount.

Tax Withholding. Notwithstanding anything herein to the contrary, certificates for shares Regardless of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of any action the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations Service Recipient takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due or deemed legally due by the Participant is and remains the Participant’s responsibility and that the Company and the Service Recipient (i) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this grant of Units, including the grant and vesting of Units, subsequent delivery of shares or cash related to such Units or the subsequent sale of any shares acquired pursuant to such Units and receipt of any dividend equivalent payments (if any) and (ii) do not commit to structure the terms or any aspect of this grant of Units to reduce or eliminate the Participant’s liability for Tax-Related Items. The Participant shall satisfy Tax-Related Items by having the Company or the Service Recipient deduct from shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable otherwise deliverable to the Company Participant in its sole discretion have been made)settlement of the Award a number of whole shares having a Fair Market Value not in excess of the amount of such Tax-Related Items determined by the maximum applicable statutory withholding rates. Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedforegoing, the Company Committee may (but shall not be required to)instead, in its sole discretion, at any time by upon notice to the GranteeParticipant, choose require the Participant to satisfy pay the conditions outlined Company or the Service Recipient in cash any amount of Tax-Related Items that the Company or the Service Recipient may be required to withhold as a result of the Participant’s participation in the immediately preceding sentence Plan or the Participant’s receipt of Units (including, without limitation, by unilaterally revoking the GranteeService Recipient withholding such amounts from the Participant’s right to receive that wages, which the Participant hereby authorizes). If the obligation for Tax-Related Items is satisfied by withholding a number of shares of Restricted Stock as described herein, the Participant understands that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall he or she will be deemed to have a value equal been issued the full number of shares subject to the average closing price settled Units, notwithstanding that a number of shares are held back solely for the purpose of paying Tax-Related Items due as a share result of the Common Stock on settlement of the Nasdaq Global Market Units. Further, if the Participant is subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Service Recipient (or such other U.S. exchange former service recipient, as applicable) may be required to withhold or market on which account for Tax-Related Items in more than one jurisdiction. In the Common event that the amount of the withholding is greater than the amount of Tax-Related Items, the Company or the Service Recipient may refund the amount of the over-withholding to the Participant (with no entitlement to any Stock equivalent), or alternatively, the Company or the Service Recipient may require the Participant to seek a refund from the applicable tax authorities. In the event that the amount of the withholding is then primarily traded) on less than the five (5) trading days up amount of Tax-Related Items, the Participant may be required to and including pay the date of vestingunder-withheld Tax-Related Items to the Company and/or the Service Recipient or directly to the applicable tax authorities. The Company may from time refuse to time change (or provide alternatives to) deliver the method of tax withholding on shares if the Restricted Stock granted hereunder by notice Participant fails to comply with the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified Participant’s obligations in any such noticeconnection with Tax-Related Items. The Company (in its sole Participant acknowledges and absolute discretion) may permit all understands that the Participant should consult a tax advisor regarding the Participant’s tax obligations prior to such settlement or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notedisposition.

Tax Withholding. Notwithstanding anything herein As a condition precedent to the contrary, certificates for issuance or delivery of any shares of Restricted Stock that have vested upon the exercise of the Option, the holder shall not pay to the Company in addition to the purchase price of the shares of Stock, such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to such exercise of the Option. The holder may elect to satisfy his or her obligation to advance the Required Tax Payments by (i) authorizing the Company to withhold whole shares of Stock which otherwise would be delivered to the Grantee unless and until holder upon the Grantee has delivered to the Executive Vice President, Human Resources exercise of the Company (or such other executive officer Option, the aggregate Fair Market Value of which shall be determined as of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign date of exercise or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”ii) (unless other arrangements acceptable delivery to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the of previously-owned whole shares of Restricted Stock have vestedStock, the Company aggregate Fair Market Value of which shall be determined as of the date of exercise. Shares of Stock to be withheld or delivered may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% Fair Market Value in excess of the Tax Amountamount determined by applying the minimum statutory withholding rate. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price Any fraction of a share of Stock which would be required to satisfy the Common aggregate of the tax withholding obligation and the purchase price of the shares of Stock on shall be disregarded and the Nasdaq Global Market (or such other U.S. exchange or market on which remaining amount due shall be paid in cash by the Common Stock is then primarily traded) on holder. The Optionee agrees that if by the five (5) trading days up to and including pay period that immediately follows the date of vestingthat the Optionee exercises the Option, no cash payment attributable to any such fractional share shall have been received by the Company, then the Optionee hereby authorizes the Company to deduct such cash payment from any amount payable by the Company or any Affiliate to the Optionee, including without limitation any amount payable to the Optionee as salary or wages. The Company Optionee agrees that this authorization may from time to time change (or provide alternatives to) be reauthorized via electronic means determined by the method of tax withholding on the Restricted Stock granted hereunder Company. The Optionee may revoke this authorization by written notice to the Grantee, it being understood that from and after Company prior to any such notice deduction. No share of Stock shall be delivered until the Grantee will be bound by the method Required Tax Payments have been satisfied in full (or alternatives) specified in any arrangement has been made for such notice. The Company (in its sole and absolute discretion) may permit all or part of payment to the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the GranteeCompany’s secured promissory notesatisfaction).

Tax Withholding. Notwithstanding anything herein RSUs are taxable upon vesting based on the market value in accordance with the tax laws of the country where you are resident or employed. RSUs are taxable in accordance with the existing or future tax laws of the country where you are resident or employed. If you are an U.S. citizen or expatriate, you may also be subject to U.S. tax laws. To the extent required by applicable federal, state or other law, you shall make arrangements satisfactory to the contraryCorporation (or the Subsidiary that employs you, certificates if your Subsidiary is involved in the administration of the 2006 Plan) for the payment and satisfaction of any income tax, social security tax, payroll tax, social taxes, applicable national or local taxes, or payment on account of other tax related to withholding obligations that arise by reason of granting of a RSU, vesting of a RSU or any sale of shares of Restricted the Common Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been madewhichever is applicable). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but The Corporation shall not be required to)to issue or lift any restrictions on shares of the Common Stock pursuant to your RSUs or to recognize any purported transfer of shares of the Common Stock until such obligations are satisfied. Unless provided otherwise by the Committee, in its sole discretion, at any time these obligations will be satisfied by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that Corporation withholding a number of shares of Restricted Common Stock that have vested would otherwise be issued under the RSUs that the Corporation determines has a Market Value sufficient to meet the tax withholding obligations. In the event that the Committee provides that these obligations will not be satisfied under the method described in the previous sentence, you authorize UBS Financial Services Inc., or any successor plan administrator, to sell a number of shares of Common Stock that are issued under the RSUs, which the Corporation determines is sufficient to generate an amount that meets the tax withholding obligations plus additional shares to account for rounding and market fluctuations, and to pay such tax withholding to the Corporation. The shares may be sold as part of a block trade with an aggregate value equal to 150% other participants of the Tax Amount2006 Plan in which all participants receive an average price. For purposes this purpose, "Market Value" will be calculated as the average of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share highest and lowest sales prices of the Common Stock as reported by NASDAQ on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingday your RSUs vest. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part future value of the Tax Amount to be paid with underlying shares of Common Stock owned is unknown and cannot be predicted with certainty. You are ultimately liable and responsible for all taxes owed by you in connection with your RSUs, regardless of any action the GranteeCorporation takes or any transaction pursuant to this Section 10 with respect to any tax withholding obligations that arise in connection with the RSUs. The Corporation makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or in installments (together with interest) evidenced by settlement of the Grantee’s secured promissory noteRSUs or the subsequent sale of any of the shares of Common Stock underlying the RSUs that vest. The Corporation does not commit and is under no obligation to structure the RSU program to reduce or eliminate your tax liability.

Tax Withholding. Notwithstanding anything herein When Shares are issued as payment for vested Restricted Stock Units, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Employer shall withhold the minimum amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the contraryamount of such Tax Obligations, certificates for shares (c) withholding the amount of Restricted Stock that have vested shall not be delivered such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the company and/or the Employer, (d) delivering to the Grantee unless Company already vested and until owned Shares having a Fair Market Value equal to such Tax Obligations, or (e) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Grantee has delivered Company may determine in its sole discretion (whether through a broker or otherwise) equal to the Executive Vice President, Human Resources amount of the Company (or such other executive officer of Tax Obligations. To the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary extent determined appropriate by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion discretion, it will have been made)the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such Tax Obligations are satisfied. Notwithstanding anything herein Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the contrary, in Company at no cost to the event Company. Participant acknowledges and agrees that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall refuse to deliver the Shares if such Tax Obligations are not be required to), in its sole discretion, delivered at any the time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notethey are due.

Tax Withholding. Notwithstanding anything herein RSUs are taxable upon vesting based on the market value in accordance with the tax laws of the country where you are resident or employed. RSUs are taxable in accordance with the existing or future tax laws of the country where you are resident or employed. If you are an U.S. citizen or expatriate, you may also be subject to U.S. tax laws. To the extent required by applicable federal, state or other law, you shall make arrangements satisfactory to the contraryCorporation (or the Subsidiary that employs you, certificates if your Subsidiary is involved in the administration of the 2006 Plan) for the payment and satisfaction of any income tax, social security tax, payroll tax, social taxes, applicable national or local taxes, or payment on account of other tax related to withholding obligations that arise by reason of granting of a RSU, vesting of a RSU or any sale of shares of Restricted the Common Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been madewhichever is applicable). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but The Corporation shall not be required to)to issue or lift any restrictions on shares of the Common Stock pursuant to your RSUs or to recognize any purported transfer of shares of the Common Stock until such obligations are satisfied. Unless provided otherwise by the Committee, in its sole discretion, at any time these obligations will be satisfied by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that Corporation withholding a number of shares of Restricted Common Stock that have vested would otherwise be issued under the RSUs that the Corporation determines has a Market Value sufficient to meet the tax withholding obligations. In the event that the Committee provides that these obligations will not be satisfied under the method described in the previous sentence, you authorize UBS Financial Services Inc., or any successor plan administrator, to sell a number of shares of Common Stock that are issued under the RSUs, which the Corporation determines is sufficient to generate an amount that meets the tax withholding obligations plus additional shares to account for rounding and market fluctuations, and to pay such tax withholding to the Corporation. The shares may be sold as part of a block trade with an aggregate value equal to 150% other participants of the Tax Amount2006 Plan in which all participants receive an average price. For purposes this purpose, "Market Value" will be calculated as the average of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share highest and lowest sales prices of the Common Stock as reported by NASDAQ on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingday your RSUs vest. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part future value of the Tax Amount to be paid with underlying shares of Common Stock owned is unknown and cannot be predicted with certainty. You are ultimately liable and responsible for all taxes owed by you in connection with your RSUs, regardless of any action the GranteeCorporation takes or any transaction pursuant to this Section 11 with respect to any tax withholding obligations that arise in connection with the RSUs. The Corporation makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or in installments (together with interest) evidenced by settlement of the Grantee’s secured promissory noteRSUs or the subsequent sale of any of the shares of Common Stock underlying the RSUs that vest. The Corporation does not commit and is under no obligation to structure the RSU program to reduce or eliminate your tax liability.

Tax Withholding. Notwithstanding anything herein The Company shall withhold from the cash and/or shares of Common Stock deliverable in settlement of the Performance Units an amount necessary to satisfy the income taxes, social taxes, payroll taxes, and other taxes required to be withheld in connection with such settlement. If such payment is in the form of shares of Common Stock deliverable on the Settlement Date, the Fair Market Value of such shares on the Settlement Date shall not exceed the sums necessary to pay the tax withholding based on the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income, rounded up to the contrarynearest whole number of shares (unless higher withholding is permissible without adverse accounting consequences to Mattel). If any such taxes are required to be withheld at a date earlier than the Settlement Date, certificates for shares then notwithstanding any other provision of Restricted Stock that have vested shall not be delivered this Grant Agreement, the Company may (i) satisfy such obligation by causing the forfeiture of a number of Performance Units having a Fair Market Value, on such earlier date, equal to the Grantee amount necessary to satisfy the minimum required amount of such withholding (unless and until the Grantee has delivered higher withholding is permissible without adverse accounting consequences to the Executive Vice PresidentMattel), Human Resources of the Company or (or ii) make such other executive officer of arrangements with the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax Holder for such withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable as may be satisfactory to the Company in its sole discretion have been made)discretion. Notwithstanding anything herein The Company may, in its discretion, withhold any amount necessary to pay the applicable taxes from the Holder’s regular salary/wages or any other amounts payable to the contraryHolder, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the with no withholding of shares of Restricted Stock have vestedCommon Stock, or may require the Holder to submit payment equivalent to the minimum taxes required to be withheld (unless higher withholding is permissible without adverse accounting consequences to Mattel) by means of certified check, cashier’s check, or wire transfer. Further, if the Holder becomes subject to taxation in more than one country between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Holder acknowledges that the Company may (but shall not be required to)to withhold or account for taxes in more than one country. In the event the withholding requirements for the applicable taxes are not satisfied, no shares of Common Stock will be issued to the Holder (or the Holder’s estate) upon settlement of the Performance Units unless and until satisfactory arrangements (as determined by Mattel in its sole discretion, at any time ) have been made by notice the Holder with respect to the Granteepayment of any such applicable taxes. By accepting the Performance Units, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal Holder expressly consents to the average closing price methods of a share of the Common Stock on the Nasdaq Global Market (or such withholding as provided hereunder. All other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice taxes related to the Grantee, it being understood that from Performance Units and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by delivered in settlement thereof shall be the Grantee, or in installments (together with interest) evidenced by sole responsibility of the Grantee’s secured promissory noteHolder.

Tax Withholding. Notwithstanding anything herein Whenever the Corporation proposes or is required to distribute Stock under the Plan, the Corporation may require the recipient to remit to the contraryCorporation an amount sufficient to satisfy any Federal, certificates state, local and non-U.S. tax withholding requirements prior to the delivery of any certificate for such shares or, in the discretion of the Committee, the Corporation may withhold from the shares to be delivered the number of shares sufficient to satisfy all or a portion of the minimum tax withholding obligation (or, in the discretion of the Corporation, to satisfy up to the maximum tax withholding obligation as may be permitted under applicable accounting standards that would not result in an Award otherwise classified as an equity award under FASB Accounting Standards Codification Topic 718 to be classified as a liability award under FASB Accounting Standards Codification Topic 718 as a result of the withholding of Stock with a Fair Market Value in excess of the minimum statutory tax withholding obligation). Whenever payments under the Plan are to be made in cash, such payments may be net of an amount sufficient to satisfy any Federal, state, local and non-U.S. tax withholding requirements. Any Award may provide that the Participant may elect, in accordance with any conditions set forth in such Award, to pay any withholding taxes in shares of Stock, provided that the Participant, by accepting the Award will be deemed to instruct and authorize the Corporation or its delegatee for such purpose to sell on his or her behalf a whole number of shares of Stock from those shares of Stock issuable to the Participant in payment of vested shares of Restricted Stock that have vested shall not or Restricted Stock Units as the Corporation or its delegatee determines to be delivered appropriate to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, generate cash payment, if any, deemed necessary by the Company to enable it proceeds sufficient to satisfy any federal, foreign or other the minimum tax withholding obligations with respect to the shares of Restricted Stock that have vested obligation (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contraryor, in the event that a Grantee has not satisfied discretion of the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedCorporation, the Company may (but shall not be required to), in its sole discretion, at any time by notice to satisfy up to the Grantee, choose maximum tax withholding obligation). This direction and authorization is intended to satisfy comply with the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number requirements of shares of Restricted Stock that have vested with an aggregate value equal to 150% Rule 10b5- 1(c)(1)(i)(B) of the Tax Amount. For purposes Exchange Act, and to be interpreted to comply with the requirements of Rule 10b5-1(c) of the preceding sentence, each share of Restricted Stock shall Exchange Act. Such shares will be deemed to have a value equal to the average closing price of a share of the Common Stock sold on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on day the Restricted Stock granted hereunder or Restricted Stock Units become vested, which is the date the tax withholding obligation arises, or as soon thereafter as practicable. Unless otherwise provided by notice the Committee, the Participant will be responsible for all brokerage fees and other costs of sale, and the Participant will agree to indemnify and hold the Corporation harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Participant’s tax withholding obligation (e.g., because of the need to sell whole shares), the Corporation or its delegatee may pay such excess in cash to the GranteeParticipant through payroll. The Corporation is under no obligation to arrange for such sale at any particular price. The Participant agrees to pay to the Corporation as soon as practicable, it being understood including through additional payroll withholding, any amount of the tax withholding obligation that from and after such notice the Grantee will be bound is not satisfied by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part sale of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notedescribed above.

Tax Withholding. Notwithstanding anything herein Regardless of any action the Company, any Subsidiary of the Company, or the Recipient’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax”) that the Recipient is required to bear pursuant to all applicable laws upon the vesting or exercise of the Options, the Recipient hereby acknowledges and agrees that the ultimate liability for all Tax is and remains the responsibility of the Recipient. Prior to receipt of any shares of Common Stock that correspond to exercised Options, the Recipient shall pay or make adequate arrangements satisfactory to the contrary, certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources Company and/or any Subsidiary of the Company (or such other executive officer to satisfy all withholding and payment obligations of the Company performing a similar function)and/or any Subsidiary of the Company. In this regard, at its corporate headquarters in New York, New York, the Recipient authorizes the Company and/or any Subsidiary of the Company to withhold all applicable Tax legally payable by the Recipient from the Recipient’s wages or other cash payment, if any, deemed necessary compensation paid to the Recipient by the Company and/or any Subsidiary of the Company or from the proceeds of the sale of shares of Common Stock. Alternatively, or in addition, the Company may sell or arrange for the sale of Common Stock that the Recipient is due to enable it acquire to satisfy the minimum withholding obligation for Tax and/or withhold any federalCommon Stock necessary to satisfy the withholding amount. Finally, foreign the Recipient agrees to pay the Company or other any Subsidiary of the Company any amount of any Tax that the Company or any Subsidiary of the Company may be required to withhold as a result of the Recipient’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver Common Stock if the Recipient fails to comply with its obligations in connection with the tax withholding obligations as described in this section. The Company advises the Recipient to consult a lawyer or accountant with respect to the shares of Restricted Stock that have vested (tax consequences for the “Tax Amount”) (unless other arrangements acceptable to Recipient under the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingPlan. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in and/or any such notice. The Company (in its sole and absolute discretion) may permit all or part Subsidiary of the Tax Amount Company: (a) make no representations or undertakings regarding the tax treatment in connection with the Plan; and (b) do not commit to be paid with shares of Common Stock owned by structure the Grantee, Plan to reduce or in installments (together with interest) evidenced by eliminate the GranteeRecipient’s secured promissory noteliability for Tax.

Tax Withholding. Notwithstanding anything herein Regardless of any action the Company, or if different, Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to Awardee’s participation in the contraryPlan and legally applicable to Awardee (“Tax-Related Items”), certificates Awardee acknowledges that the ultimate liability for all Tax-Related Items is and remains his responsibility and that such liability may exceed the amount actually withheld by the Company or the Employer. Awardee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Stock upon settlement of the Restricted Stock Units, the subsequent sale of Stock and the receipt of any dividends and/or any dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate Awardee’s liability for Tax-Related Items or achieve any particular tax result. Further, if Awardee has become subject to tax in more than one jurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, as applicable, Awardee 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. Awardee’s Tax-Related Items subject to a withholding obligation by the Company and/or the Employer shall be satisfied through a net issuance of shares. The Company shall withhold from shares of Stock to be issued to Awardee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the Tax-Related Items due. Alternatively, or in addition, the Company or the Employer may decide in their sole and absolute discretion to satisfy Awardee’s obligation for Tax-Related Items by one or a combination of the following: (i) withholding from proceeds of the sale of shares of Stock acquired upon vesting/settlement of the Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Awardee’s behalf pursuant to this authorization); or such (ii) in any other executive officer way set forth in Section 15 of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made)Plan. Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedTo avoid negative accounting treatment, the Company may (but shall not be required to)withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in its sole discretion, at which case Awardee will receive a refund of any time by notice over-withheld amount in cash and will have no entitlement to the GranteeStock equivalent. If the obligation for Tax-Related Items is satisfied by withholding Stock, choose for tax purposes, Awardee is deemed to satisfy have been issued the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that have vested with an aggregate value equal to 150% a number of the Tax Amount. For shares is held back solely for purposes of paying the preceding sentenceTax-Related Items due as a result of any aspect of Awardee’s participation in the Plan. Finally, each share of Restricted Stock Awardee shall be deemed to have a value equal pay to the average closing price 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 share result of Awardee’s participation in the Common Stock on Plan that cannot be satisfied by the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingmeans previously described. The Company may from time refuse to time change (issue or provide alternatives to) deliver the method of tax withholding on Stock or the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part proceeds of the Tax Amount sale of Stock, if Awardee fails to be paid comply with shares of Common Stock owned by Awardee’s obligations in connection with the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteTax-Related Items.

Tax Withholding. Notwithstanding anything herein The Company or any Affiliate shall be entitled to the contrary, certificates for shares of Restricted Stock that have vested shall not be delivered deduct from other compensation payable to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary each Holder any sums required by the Company to enable it to satisfy any federal, state, local or foreign or other tax withholding obligations law to be withheld with respect to the shares vesting or exercise of Restricted Stock that have vested (an Award or lapse of restrictions on an Award. In the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedalternative, the Company may require the Holder (but shall not be required to), in its sole discretion, at any time by notice or other person validly exercising the Award) to pay such sums for taxes directly to the GranteeCompany or any Affiliate in cash or by check within one day after the date of vesting, choose to satisfy exercise or lapse of restrictions. In the conditions outlined in discretion of the immediately preceding sentence by unilaterally revoking Committee, and with the Grantee’s right to receive that consent of the Holder, the Company may reduce the number of shares of Restricted Stock that have vested with issued to the Holder upon such Xxxxxx’s exercise of an aggregate value equal Award or the vesting of an Award to 150% satisfy the tax withholding obligations of the Tax Amount. For purposes Company or an Affiliate; provided that the Fair Market Value of the preceding sentenceshares of Stock held back shall not exceed the Company’s or the Affiliate’s Minimum Statutory Tax Withholding Obligation. The Committee may, each share in its discretion, permit a Holder to satisfy any Minimum Statutory Tax Withholding Obligation arising upon the vesting of Restricted Stock shall be deemed to have a value equal or payment under an Award by delivering to the average closing price Holder a reduced number of a share shares of Stock in the manner specified herein. If permitted by the Committee and acceptable to the Holder, at the time of vesting of shares under the Award, the Company shall (a) calculate the amount of the Common Stock Company’s or an Affiliate’s Minimum Statutory Tax Withholding Obligation on the Nasdaq Global assumption that all such shares of Stock vested under the Award are made available for delivery, (b) reduce the number of such shares of Stock made available for delivery so that the Fair Market (or such other U.S. exchange or market on which Value of the Common shares of Stock is then primarily traded) withheld on the five vesting date approximates the Company’s or an Affiliate’s Minimum Statutory Tax Withholding Obligation and (5c) trading days up in lieu of the withheld shares of Stock, remit cash to and including the date United States Treasury and/or other applicable governmental authorities, on behalf of vestingthe Holder, in the amount of the Minimum Statutory Tax Withholding Obligation. The Company may from time shall withhold only whole shares of Stock to time change (satisfy its Minimum Statutory Tax Withholding Obligation. Where the Fair Market Value of the withheld shares of Stock does not equal the amount of the Minimum Statutory Tax Withholding Obligation, the Company shall withhold shares of Stock with a Fair Market Value slightly less than the amount of the Minimum Statutory Tax Withholding Obligation and the Holder must satisfy the remaining minimum withholding obligation in some other manner permitted under this Section 17.3. The withheld shares of Stock not made available for delivery by the Company shall be retained as treasury shares or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by cancelled and the method (or alternatives) specified Holder’s right, title and interest in any such noticeshares of Stock shall terminate. The Company (in its sole and absolute discretion) may permit all shall have no obligation upon vesting or part exercise of any Award or lapse of restrictions on an Award until the Company or an Affiliate has received payment sufficient to cover the Minimum Statutory Tax Withholding Obligation with respect to that vesting, exercise or lapse of restrictions. Neither the Company nor any Affiliate shall be obligated to advise a Holder of the Tax Amount existence of the tax or the amount which it will be required to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notewithhold.

Tax Withholding. Notwithstanding anything herein The Company shall have the right to deduct from any compensation due the contraryGrantee from the Company any federal, certificates for shares state, local or foreign taxes required by the law of any jurisdiction to be withheld in connection with the grant of Restricted Stock that have vested shall not be delivered to Units, the Grantee unless and until issuance of Shares or the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares vesting of Restricted Stock Units pursuant to this Agreement. The Company shall retain Shares otherwise deliverable on the Settlement Date in an amount sufficient to satisfy the amount of tax required to be withheld provided that have vested (such amounts shall not exceed the “statutorily required maximum withholding. The determination of the number of Shares retained for this purpose shall be based on the Fair Market Value of the Shares. Tax Amount”) (unless other arrangements acceptable withholding shall be calculated based on the Fair Market Value of the Shares on the Settlement Date. In the event that the retention of Shares to satisfy withholding taxes would otherwise result in the delivery of a fractional Share, the Company will round up to the Company in its sole discretion have been made). Notwithstanding anything herein next whole Share and apply the value of the fractional Share to the contraryrecipient's tax obligations or, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedalternative, the Company may (but make such other arrangements to avoid the issuance of a fractional Share as may be permitted by law. No Shares shall not be required to), in its sole discretion, at any time by notice transferred to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that Grantee hereunder until such time as all applicable withholding taxes have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingbeen satisfied. The Company may from time to time change (or provide alternatives to) the method of will not retain Shares as described herein unless tax withholding on applies under the laws of the local jurisdiction. To the extent that the amounts payable to the Grantee are insufficient for such withholding, it shall be a condition to the issuance of Shares or the grant or vesting of the Restricted Stock granted hereunder by notice Units, as the case may be, that the Grantee shall pay such taxes or make provisions that are satisfactory to the Grantee, it being understood that from and after such notice Company for the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notepayment thereof.

Tax Withholding. Notwithstanding anything herein When Shares are issued as payment for vested Restricted Stock Units, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Employer shall withhold the minimum amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (1) paying cash, (2) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the contraryamount of such Tax Obligations, certificates for shares (3) withholding the amount of Restricted Stock that have vested shall not be delivered such Tax Obligations from Participant’s wages or other cash compensation paid to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary Participant by the Company to enable it to satisfy any federaland/or the Employer, foreign or other tax withholding obligations with respect (4) delivering to the shares Company already vested and owned Shares having a Fair Market Value equal to such Tax Obligations, or (5) selling a sufficient number of Restricted Stock that have vested such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the “amount of the Tax Amount”) (unless other arrangements acceptable to Obligations. To the extent determined appropriate by the Company in its sole discretion discretion, it will have been made)the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Notwithstanding anything herein Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the contrary, in Company at no cost to the event Company. Participant acknowledges and agrees that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall refuse to deliver the Shares if such Tax Obligations are not be required to)delivered at the time they are due. Without limitation on any of the foregoing rights or remedies of Company, if Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Company has the right, at Company’s sole discretion, to sell a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion, at any time by notice discretion (whether through a broker or otherwise) equal to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% amount of the Tax Amount. For purposes of the preceding sentenceObligations, each share of Restricted Stock shall be deemed or to have withhold otherwise deliverable Shares having a value Fair Market Value equal to the average closing price amount of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteObligations.

Tax Withholding. Notwithstanding anything herein As of any date that a number (which may be all or part) of your Restricted Shares would no longer be forfeited if you were to have a Termination of Affiliation on such date, or as of any other date that a Required Withholding liability occurs, you must remit the contrary, certificates for shares minimum amount necessary to satisfy the Required Withholding relating to such number of your Restricted Stock Shares that have vested shall would not be delivered so forfeited. The Committee may require you to satisfy the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources Required Withholding by any (or a combination) of the Company following means: (or such other executive officer of the Company performing i) a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by ; (ii) withholding from compensation otherwise payable to you; (iii) authorizing the Company to enable it withhold from any of your Restricted Shares that are no longer subject to satisfy any federal, foreign forfeiture a number of Shares having a Fair Market Value less than or other tax withholding obligations with respect equal to the shares of Restricted Stock that have vested Required Withholding; or (the “Tax Amount”iv) (unless other arrangements acceptable delivering to the Company in its sole discretion have been made). Notwithstanding anything herein Mature Shares having a Fair Market Value less than or equal to the contraryamount of the Required Withholding. The Committee may, in but is not required to, approve your irrevocable election made prior to the event time the Required Withholding liability occurs to have the Company withhold from your Restricted Shares that will no longer be subject to forfeiture at the time the Required Withholding liability occurs, a Grantee has not satisfied number of Shares having a Fair Market Value less than or equal to the conditions outlined in Required Withholding. If at the immediately preceding sentence within twenty (20) days after time the shares of Restricted Stock have vestedRequired Withholding liability occurs you are entitled to receive certificates for Shares under this Agreement, the Company may (but shall will not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market deliver your certificates unless you remit (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up in appropriate cases agree to and including the date of vesting. The Company may from time to time change (or provide alternatives toremit) the method of tax withholding on the Restricted Stock granted hereunder by notice Required Withholding relating to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteyour Shares as described above.

Tax Withholding. Notwithstanding anything herein When Shares are issued as payment for vested Performance Units, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations, whether arising at the time of vesting, delivery of Shares, or whenever otherwise due. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the contraryamount of such Tax Obligations, certificates for shares (c) withholding the amount of Restricted Stock that have vested shall not be delivered such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the company and/or the Service Recipient, (d) delivering to the Grantee unless Company already vested and until owned Shares having a Fair Market Value equal to such Tax Obligations, or (e) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Grantee has delivered Company may determine in its sole discretion (whether through a broker or otherwise) equal to the Executive Vice President, Human Resources amount of the Company (or such other executive officer of Tax Obligations. To the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary extent determined appropriate by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion discretion, it will have been made)the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such Tax Obligations are satisfied. Notwithstanding anything herein Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Performance Units otherwise are scheduled to vest, Participant will permanently forfeit such Performance Units and any right to receive Shares thereunder and the Performance Units will be returned to the contrary, in Company at no cost to the event Company. Participant acknowledges and agrees that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall refuse to deliver the Shares if such Tax Obligations are not be required to), in its sole discretion, delivered at any the time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notethey are due.

Tax Withholding. Notwithstanding anything herein Regardless of any action the Corporation and/or the Participant’s employer (the “Employer”) take with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Corporation and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the Stock Units, the vesting of the Stock Units, the delivery of shares of Common Stock, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (b) do not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior to the contraryrelevant taxable event, certificates for shares of Restricted Stock that have vested the Participant shall not be delivered pay or make adequate arrangements satisfactory to the Grantee unless Corporation and/or the Employer to satisfy all withholding and until the Grantee has delivered to the Executive Vice President, Human Resources payment on account obligations of the Company (or such other executive officer of Corporation and/or the Company performing a similar function)Employer. In this regard, if permissible under local law, the Participant authorizes the Corporation and/or the Employer, at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in obligations with regard to all Tax-Related Items legally payable by the immediately preceding sentence Participant by unilaterally revoking reducing the Grantee’s right to receive that number of shares of Restricted Common Stock that have to be delivered upon settlement of vested Stock Units by such number of whole shares valued at their then fair market value (with an aggregate value equal to 150% the “fair market value” of such shares determined in accordance with the applicable provisions of the Tax Amount. For purposes of the preceding sentencePlan), each share of Restricted Stock shall be deemed to have a value equal to the average closing price amount necessary to satisfy the minimum statutorily applicable withholding amount. If the foregoing method of withholding is prohibited or insufficient to satisfy all Tax-Related Items legally payable by the Participant or if the Corporation, in its discretion, determines not to apply the foregoing method of withholding for any other reason, then the Participant hereby authorizes the Corporation and/or the Employer to satisfy the obligations by one or a share combination of the Common Stock on following: (a) withholding from the Nasdaq Global Market (Participant’s wages or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice cash compensation paid to the Grantee, it being understood that from and after such notice the Grantee will be bound Participant by the method Corporation and/or the Employer; or (b) selling shares or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part arranging for the sale of the Tax Amount to be paid with shares of Common Stock owned (in either case on the Participant’s behalf and at the Participant’s direction pursuant to this authorization) issued in settlement of vested Stock Units. If the obligation of Tax-Related Items is satisfied by reducing the number of shares of Common Stock delivered as described herein, the Participant is deemed to have been issued the full number of shares of Common Stock subject to the Award, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. Finally, the Participant shall pay to the Corporation and/or the Employer any amount of Tax-Related Items that the Corporation and/or the Employer may be required to withhold as a result of the Participant’s participation in the Plan that cannot be satisfied by the Grantee, or means previously described. The Corporation may refuse to deliver to the Participant any shares of Common Stock pursuant to the Award if the Participant fails to comply with the Participant’s obligations in installments (together connection with interest) evidenced by the Grantee’s secured promissory noteTax-Related Items as described in this Section 10.

Tax Withholding. Notwithstanding anything herein to The Corporation shall reasonably determine the contrary, certificates for shares amount of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign state, local, foreign, provincial or other tax withholding obligations income, employment, or other taxes which the Corporation or any of its Subsidiaries may reasonably be obligated to withhold with respect to the shares grant, vesting or other event with respect to the Stock Units. If such withholding event occurs in connection with the distribution of Restricted Common Shares in respect of the Stock Units and subject to compliance with all applicable laws, the Grantee hereby agrees that have vested the appropriate number of whole shares, valued at their then fair market value (with the “Tax Amountfair market value” of such shares determined in accordance with the applicable provisions of Section 5.6 of the Sphere 3D Corp. 2015 Performance Incentive Plan (or the corresponding provisions of a successor plan thereto)), to satisfy any withholding obligations of the Corporation or its Subsidiaries with respect to such distribution at the minimum applicable withholding rates (such number of shares, the “Minimum Withholding Shares”) shall automatically be sold by or on behalf of the Grantee on the open market and the proceeds of such sale shall be promptly remitted to the Corporation to satisfy such tax withholding obligations. In the event the Grantee has (unless other arrangements prior to the applicable Vesting Date) entered into an irrevocable arrangement (on terms reasonably acceptable to the Company Corporation) with a third-party broker to use the proceeds of a sale of Common Shares on the market to provide for tax withholding in its sole discretion have been made). Notwithstanding anything herein connection with any payment of the Stock Units and has provided the terms of such arrangement to the contrary, in the event that Corporation (a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested“Broker Arrangement”), the Company may (but shall not be required to), in its sole discretionGrantee and the Corporation agree that, at any the time by notice of such payment of the Stock Units, the Corporation will deliver to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that designated broker a number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value whole Common Shares equal to the average closing price of a share Minimum Withholding Shares. If there is no such Broker Arrangement in place on the applicable Vesting Date, such sale of the Common Stock on Minimum Withholding Shares shall be conducted through a broker designated by the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingCorporation. The Company Grantee shall execute such documents as may from time reasonably be requested by the Corporation or the broker, as applicable, in order to time change (or provide alternatives to) implement such transactions and shall otherwise comply with the method of tax administrative rules and procedures established by the Corporation with respect to such transactions. If, however, any withholding on the Restricted Stock granted hereunder by notice event occurs with respect to the Grantee, it being understood that from and after such notice Stock Units other than in connection with the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part distribution of the Tax Amount to be paid with shares of Common Stock owned by in respect of the GranteeStock Units, or in installments (together with interest) evidenced if the Corporation’s withholding obligations cannot be satisfied by such market sale or such withholding and reacquisition of shares as described above because such a sale, withholding or reacquisition, as the Grantee’s secured promissory notecase may be, would cause the Corporation to violate applicable law, the Corporation shall be entitled to require a cash payment by or on behalf of the Grantee and/or to deduct from other compensation payable to the Grantee the amount of any such withholding obligations.

Tax Withholding. Notwithstanding anything herein Pursuant to such procedures as the Committee may specify from time to time, the applicable Service Recipient(s) will withhold the amount required to be withheld for the payment of Tax Obligations (the “Withholding Obligations”). The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy such Withholding Obligations, in whole or in part (without limitation), if permissible by applicable local law, by: (i) paying cash in U.S. dollars, (ii) having the Company withhold otherwise deliverable Shares having a fair market value equal to the contrary, certificates minimum amount that is necessary to meet the withholding requirement for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company such Withholding Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Grantee’s wages or other executive officer cash compensation paid to Grantee by the applicable Service Recipient(s), (iv) delivering to the Company Shares that Grantee owns and that already have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences), (v) selling a sufficient number of such Shares otherwise deliverable to Grantee, through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Withholding Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”), or (vi) such other means as the Committee deems appropriate. If the Withholding Obligations are satisfied by withholding in Shares, for tax purposes, Grantee is deemed to have been issued the full number of Shares subject to the vested PSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Withholding Obligations. To the extent determined appropriate by the Committee in its discretion, the Committee will have the right (but not the obligation) to satisfy any Withholding Obligations by Net Share Withholding. If Net Share Withholding is the method by which such Withholding Obligations are satisfied, the Company performing will not withhold on a similar function)fractional Share basis to satisfy any portion of the Withholding Obligations and, at its corporate headquarters in New Yorkunless the Company determines otherwise, New York, cash paymentno refund will be made to Grantee for the value of the portion of a Share, if any, deemed necessary withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Xxxxxxx agrees that as part of the Company Sell to enable it Cover, additional Shares may be sold to satisfy any federal, foreign associated broker or other tax withholding obligations fees. Only whole Shares will be sold pursuant to a Sell to Cover. Any proceeds from the sale of Shares pursuant to a Sell to Cover that are in excess of the Withholding Obligations and any associated broker or other fees will be paid to Grantee in accordance with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, procedures the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may specify from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notetime.

Tax Withholding. Notwithstanding anything herein Pursuant to such procedures as the Administrator may specify from time to time, the applicable Service Recipient(s) will withhold the amount required to be withheld for the payment of Tax Obligations (the “Withholding Obligations”). The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Withholding Obligations, in whole or in part (without limitation), if permissible by Applicable Laws, by: (i) paying cash in U.S. dollars, (ii) having the Company withhold otherwise deliverable Shares having a fair market value equal to the contrary, certificates minimum amount that is necessary to meet the withholding requirement for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company such Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Participant’s wages or other executive officer cash compensation payable to Participant by the applicable Service Recipient(s), (iv) delivering to the Company Shares that Participant owns and that already have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (v) selling a sufficient number of such Shares otherwise deliverable to Participant, through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”), or (vi) such other means as the Administrator deems appropriate. If the Withholding Obligations are satisfied by Net Share Withholding, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Withholding Obligations. To the extent determined appropriate by the Administrator in its discretion, the Administrator will have the right (but not the obligation) to satisfy any Withholding Obligations by Net Share Withholding. If Net Share Withholding is the method by which such Withholding Obligations are satisfied, the Company performing will not withhold on a similar function)fractional Share basis to satisfy any portion of the Withholding Obligations and, at its corporate headquarters in New Yorkunless the Company determines otherwise, New York, cash paymentno refund will be made to Participant for the value of the portion of a Share, if any, deemed necessary withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Participant agrees that as part of the Company Sell to enable it Cover, additional Shares may be sold to satisfy any federal, foreign associated broker or other tax withholding obligations fees. Only whole Shares will be sold pursuant to a Sell to Cover. Any proceeds from the sale of Shares pursuant to a Sell to Cover that are in excess of the Withholding Obligations and any associated broker or other fees will be paid to Participant in accordance with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, procedures the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may specify from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notetime.

Tax Withholding. Notwithstanding anything herein Pursuant to such procedures as the Administrator may specify from time to time, the applicable Service Recipient(s) will withhold the amount required to be withheld for the payment of Tax Obligations (the “Withholding Obligations”). The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Withholding Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) having the Company withhold otherwise deliverable Shares having a fair market value equal to the contraryminimum amount that is necessary to meet the withholding requirement for such Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, certificates for shares if such greater amount would not result in adverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of Restricted Stock such Withholding Obligations from Participant’s wages or other cash compensation paid to Participant by the applicable Service Recipient(s), (iv) delivering to the Company Shares that Participant owns and that have vested shall not be delivered with a fair market value equal to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company Withholding Obligations (or such other executive officer greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), or (v) selling a sufficient number of such Shares otherwise deliverable to Participant, through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”). To the extent determined appropriate by the Administrator in its discretion, the Administrator will have the right (but not the obligation) to satisfy any Withholding Obligations by reducing the Net Share Withholding. If Net Share Withholding is the method by which such Withholding Obligations are satisfied, the Company will not withhold on a fractional Share basis to satisfy any portion of the Withholding Obligations and, unless the Company performing determines otherwise, no refund will be made to Participant for the value of the portion of a similar function), at its corporate headquarters in New York, New York, cash paymentShare, if any, deemed necessary withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Participant agrees that as part of the Company Sell to enable it Cover, additional Shares may be sold to satisfy any federal, foreign associated broker or other tax withholding obligations fees. Only whole Shares will be sold pursuant to a Sell to Cover. Any proceeds from the sale of Shares pursuant to a Sell to Cover that are in excess of the Withholding Obligations and any associated broker or other fees will be paid to Participant in accordance with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, procedures the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may specify from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notetime.

Tax Withholding. Notwithstanding anything herein to the contrary, certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function)Company, at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global National Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock that have been owned by the GranteeGrantee for at least six months, or in installments (together with interest) evidenced by the Grantee’s secured promissory note.

Tax Withholding. Notwithstanding anything herein to any contrary provision of this Award Agreement, no certificate representing the contrary, certificates for shares Shares of Restricted Stock that have vested shall not may be delivered released from the escrow established pursuant to the Grantee Section 2, unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company satisfactory arrangements (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary as determined by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations Administrator) will have been made by Participant with respect to the shares payment of all Tax Obligations. Prior to vesting of the Restricted Stock that have vested (the “Tax Amount”) (unless other Stock, Participant will pay or make adequate arrangements acceptable satisfactory to the Service Recipient to satisfy all Tax Obligations. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or the Employer shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have been made). Notwithstanding anything herein the Company withhold otherwise deliverable Shares having a fair market value equal to the contraryminimum statutory amount that is required to be withheld or such greater amount as the Administrator may determine if such amount would not result in adverse financial accounting consequences, in as the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), Administrator determines in its sole discretion, at any time (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by notice the Company and/or the Service Recipient, (iv) delivering to the GranteeCompany already vested and owned Shares having a fair market value equal to such Tax Obligations, choose or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum statutory amount that is required to be withheld or such greater amount as the Administrator may determine if such amount would not result in adverse financial accounting consequences, as the Administrator determines in its sole discretion. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the conditions outlined in number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the immediately preceding sentence by unilaterally revoking payment of such Tax Obligations hereunder at the Grantee’s time any applicable Shares of Restricted Stock otherwise are scheduled to vest pursuant to Sections 3 or 4, or at the time of another taxable event, Participant will permanently forfeit such Shares of Restricted Stock and any right to receive that number of shares Shares thereunder and such Shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall will be deemed to have a value equal returned to the average closing price of a share of Company at no cost to the Common Stock on Company. Participant acknowledges and agrees that the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from refuse to deliver the Shares if such Tax Obligations are not delivered at the time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notethey are due.

Tax Withholding. Notwithstanding anything herein The Company or any Subsidiary shall be entitled to the contraryrequire a cash payment (or to elect, certificates for shares or permit Holder to elect, such other form of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources payment determined in accordance with Section 11.2 of the Company (Plan) by or such on behalf of Holder and/or to deduct from other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary compensation payable to Holder any sums required by the Company to enable it to satisfy any federal, foreign state or other local tax withholding obligations law to be withheld with respect to any taxable event arising in connection with this Award or the vesting thereof or lapse of the Restrictions hereunder. In satisfaction of the foregoing requirement, unless otherwise determined by the Company, (I) the Company or any Subsidiary shall withhold shares of Restricted Common Stock that have vested (otherwise issuable under the “Tax Amount”) (unless other arrangements acceptable Award having a fair market value equal to the sums required to be withheld by federal, state and/or local tax law, or (II) the Company may, in its sole discretion have been made). Notwithstanding anything herein upon Holder’s Sell to the contrary, Cover Election as set forth in the event that Grant Notice at the time of the Award, permit Holder to elect to enter into a Grantee has not satisfied “sell to cover” commitment with Bank of America Xxxxxxx Xxxxx or such other party instructed by the conditions outlined in Company (the immediately preceding sentence within twenty (20“Agent”) days after whereby Holder irrevocably elects to sell the portion of the shares of Restricted Common Stock have vested, to be delivered under the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose Award necessary so as to satisfy the conditions outlined in tax withholding obligations and whereby the immediately preceding sentence by unilaterally revoking Agent irrevocably commits to forward the Grantee’s right proceeds necessary to receive that satisfy the tax withholding obligations directly to the Company and/or its Subsidiaries. The number of shares of Restricted Common Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock which shall be deemed so withheld or sold, as applicable, in order to satisfy such federal, state and/or local withholding tax liabilities shall be limited to the number of shares which have a fair market value on the date of withholding equal to the average closing price aggregate amount of a share of the Common Stock such liabilities based on the Nasdaq Global Market minimum statutory withholding rates for federal, state and/or local tax purposes that are applicable to such supplemental taxable income. Notwithstanding any other provision of this Agreement (or such other U.S. exchange or market on which including without limitation Section 2.1(b) hereof), the Common Stock is then primarily traded) on the five (5) trading days up Company shall not be obligated to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in deliver any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with new certificate representing shares of Common Stock owned by to Holder or Holder’s legal representative or to enter any such shares of Common Stock in book entry form unless and until Holder or Holder’s legal representative shall have paid or otherwise satisfied in full the Granteeamount of all federal, state and local taxes applicable to the taxable income of Holder resulting from the grant or in installments (together with interest) evidenced by vesting of the Grantee’s secured promissory note.Award or the issuance of shares of Common Stock hereunder. In the event Holder provided a Sell to Cover Election pursuant to the Grant Notice, Xxxxxx hereby acknowledges and agrees:

Tax Withholding. Notwithstanding anything herein Pursuant to such procedures as the Administrator may specify from time to time, the applicable Service Recipient(s) will withhold the amount required to be withheld for the payment of Tax Obligations (the “Withholding Obligations”). The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Withholding Obligations, in whole or in part (without limitation), if permissible by applicable local law, by: (i) paying cash in U.S. dollars, (ii) having the Company withhold otherwise deliverable Shares having a fair market value equal to the contrary, certificates minimum amount that is necessary to meet the withholding requirement for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company such Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Participant’s wages or other executive officer cash compensation paid to Participant by the applicable Service Recipient(s), (iv) delivering to the Company Shares that Participant owns and that already have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (v) selling a sufficient number of such Shares otherwise deliverable to Participant, through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”), or (vi) such other means as the Administrator deems appropriate. If the Withholding Obligations are satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Withholding Obligations. To the extent determined appropriate by the Administrator in its discretion, the Administrator will have the right (but not the obligation) to satisfy any Withholding Obligations by Net Share Withholding. If Net Share Withholding is the method by which such Withholding Obligations are satisfied, the Company performing will not withhold on a similar function)fractional Share basis to satisfy any portion of the Withholding Obligations and, at its corporate headquarters in New Yorkunless the Company determines otherwise, New York, cash paymentno refund will be made to Participant for the value of the portion of a Share, if any, deemed necessary withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Participant agrees that as part of the Company Sell to enable it Cover, additional Shares may be sold to satisfy any federal, foreign associated broker or other tax withholding obligations fees. Only whole Shares will be sold pursuant to a Sell to Cover. Any proceeds from the sale of Shares pursuant to a Sell to Cover that are in excess of the Withholding Obligations and any associated broker or other fees will be paid to Participant in accordance with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, procedures the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may specify from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notetime.

Tax Withholding. Notwithstanding anything herein any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to the contraryParticipant, certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company satisfactory arrangements (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary as determined by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations Administrator) will have been made by Participant with respect to the shares payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock that have vested Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Tax AmountEmployer”) (unless other arrangements acceptable to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have been made). Notwithstanding anything herein the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the contraryminimum amount required to be withheld, in (c) delivering to the event that Company already vested and owned Shares having a Grantee has not satisfied Fair Market Value equal to the conditions outlined in the immediately preceding sentence within twenty amount required to be withheld, or (20d) days after the shares selling a sufficient number of Restricted Stock have vested, such Shares otherwise deliverable to Participant through such means as the Company may (but shall not be required to), determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. [Section 16 officers: To the extent determined appropriate by the Administrator in its discretion, at any time by notice to it will have the Grantee, choose right (but not the obligation) to satisfy any tax withholding obligations under the conditions outlined method prescribed under Section 7(b) and, until determined otherwise by the Administrator, this will be the method by which such tax withholding obligations are satisfied.] [Non-Section 16 officers: To the extent determined appropriate by the Administrator in its discretion, it will have the immediately preceding sentence right (but not the obligation) to satisfy any tax withholding obligations under the method prescribed under Section 7(d) and, until determined otherwise by unilaterally revoking the Grantee’s Administrator, this will be the method by which such tax withholding obligations are satisfied.] If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to Shares thereunder and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice Units will be returned to the Grantee, it being understood that from and after such notice Company at no cost to the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteCompany.

Tax Withholding. Notwithstanding anything herein The Company is authorized to pay or withhold and pay over to the contraryU.S. Internal Revenue Service, certificates or to any other relevant taxing authority, (i) such amounts as the Company is required to pay or withhold and pay over pursuant to the Code or any other Applicable Law in respect of any Shareholder (including (x) to satisfy any outstanding tax liability of a Shareholder or (y) any such amounts withheld against the Company with respect to a Shareholder), (ii) such portion of any amounts in connection with an audit for shares which the Company is liable and that the Manager determines, in its reasonable discretion, is attributable to such Shareholder or that result from such Shareholder’s status, actions or inactions, and (iii) any amounts that the Manager reasonably determines should be paid or withheld and paid by the Company pursuant to Section 1446(f) of Restricted Stock the Code. The Manager shall allocate any such amounts paid or withheld and paid to the Shareholders in respect of whom such amount was paid or withheld and paid and shall treat such amounts as actually distributed to such Shareholders. To the extent any such payment or withholding exceeds any Shareholder’s share of distributions or proceeds, or to the extent the Manager fails for any reason to withhold any amounts required to be withheld as set forth in this Section 8.05(d), each Shareholder further agrees to indemnify the Company in full for any amounts required to be paid or withheld and paid in respect of or that have vested is attributable to such Shareholder (including, without limitation, any interest, penalties and expenses associated with such payments), and each Shareholder shall promptly upon notification of an obligation to indemnify the Company pursuant to this Section 8.05 make a cash payment to the Company equal to the full amount to be indemnified. This Section 8.05(d) shall survive and continue in full force in accordance with its terms notwithstanding any termination of this Agreement or the dissolution of the Company and no current or former Shareholder shall be released from any obligations pursuant to this Section 8.05(d) as a result of any Transfer of its Company Securities (in whole or in part) or withdrawal from the Company. Notwithstanding the foregoing, a Shareholder shall not be delivered required to indemnify the Grantee unless Company, and until the Grantee has delivered Manager shall instead indemnify the Company, with respect to the Executive Vice Presidentsuch interest, Human Resources penalties, additions to tax or additional amounts that are imposed as a result of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary failure by the Company to enable it to satisfy any federal, foreign or other withhold tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable such Shareholder due to the Company in its sole discretion have been made). Notwithstanding anything herein to the contraryManager’s fraud, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (willful misconduct or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noterecklessness.

Tax Withholding. Notwithstanding anything herein When the Restricted Stock Units become taxable income to the contraryGrantee, certificates for shares of Restricted Stock that have vested shall not be delivered the Company may deduct and withhold from any cash otherwise payable to the Grantee unless and until (whether payable as salary, bonus or other compensation) such amount as may be required for the purpose of satisfying the Company’s obligation to withhold Federal, state or local taxes. Further, in the event the amount so withheld is insufficient for such purpose, the Company may require that the Grantee has delivered upon its demand or otherwise make arrangements satisfactory to the Executive Vice President, Human Resources Company for payment of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary amount as may be requested by the Company to enable it in order to satisfy its obligation to withhold any federal, foreign or other such taxes. The Grantee shall be permitted to satisfy the Company’s tax withholding obligations requirements by making a written election (in accordance with respect such rules and regulations and in such form as the Committee may determine) to have the Company withhold Shares otherwise issuable to the shares Grantee pursuant to the vesting of the Restricted Stock that have vested Units (the “Withholding Election”) having a Fair Market Value on the date income is recognized (the “Tax AmountDate”) (unless other equal to the minimum amount required to be withheld. If the number of Shares withheld to satisfy withholding tax requirements shall include a fractional share, the number of Shares withheld shall be reduced to the next lower whole number and the Grantee shall deliver cash in lieu of such fractional share, or otherwise make arrangements acceptable satisfactory to the Company in its sole discretion have been made)for payment of such amount. Notwithstanding anything herein A Withholding Election must be received by the Corporate Secretary of the Company on or prior to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteDate.

Tax Withholding. Notwithstanding anything herein any contrary provision of this Agreement, no certificate representing the Shares will be issued to the contraryParticipant and no cash will be paid pursuant to Section 6, certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company satisfactory arrangements (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary as determined by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations Administrator) will have been made by Participant with respect to the shares payment of income, employment and other taxes which the Company determines must be withheld with respect to such Shares so issuable and/or cash to be paid. All income, employment and other taxes related to this Restricted Stock that have vested (Unit Award and any Shares or cash delivered in payment thereof are the “Tax Amount”) (unless other arrangements acceptable sole responsibility of Participant. Any cash payments to the Company be made pursuant to Section 6 hereof will be reduced to satisfy any applicable tax withholding requirements with respect to such amounts. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such tax withholding obligation with respect to Shares issuable hereunder, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) electing to have been made). Notwithstanding anything herein the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the contraryamount required to be withheld, in (c) delivering to the event that Company already vested and owned Shares having a Grantee has not satisfied Fair Market Value equal to the conditions outlined in the immediately preceding sentence within twenty amount required to be withheld, or (20d) days after the shares selling a sufficient number of Restricted Stock have vested, such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (but shall not whether through a broker or otherwise) equal to the amount required to be required to)withheld. The Company, in its sole discretion, at may use any time by notice cash amounts that are to be paid pursuant to Section 6 to satisfy any tax withholding otherwise due with respect to the Granteeissuance of Shares pursuant to the this Restricted Stock Unit Award. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 2, choose to satisfy Participant will permanently forfeit such Restricted Stock Units and the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of any Shares with respect thereto and such Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall Units will be deemed to have a value equal returned to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice at no cost to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteCompany.

Tax Withholding. Notwithstanding anything herein When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the contraryAdministrator may specify from time to time, certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer and/or Service Recipient shall withhold the amount required to be withheld for the payment of the Company performing a similar function)Tax Obligations. The Administrator, at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein and pursuant to the contrarysuch procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in the event that a Grantee has not satisfied the conditions outlined whole or in the immediately preceding sentence within twenty part (20without limitation), if permissible by applicable local law, by (i) days after the shares of Restricted Stock paying cash, (ii) electing to have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have withhold otherwise deliverable Shares having a fair market value equal to the average closing price of a share of minimum amount that is necessary to meet the Common Stock on the Nasdaq Global Market withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other U.S. exchange cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or market on which (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Administrator in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and absolute discretiona date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may permit all be required to withhold or part account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Tax Amount Option exercise, Participant acknowledges and agrees that the Company may refuse to be paid with shares honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteexercise.

Tax Withholding. Notwithstanding anything herein The Company shall have the right to require the Award Recipient to remit to the contrary, certificates for Company any and all amounts sufficient to satisfy any withholding or other taxes that may be due as a result of the issuance of shares of Stock subject to the Restricted Stock Units. At the time of the Settlement Date (or, in the event that have vested tax withholding is required as of an earlier date, then such earlier date), the Award Recipient shall not be delivered pay in cash to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of Company any amount that the Company may reasonably determine to be necessary to satisfy such withholding or other tax obligation. The Company may permit the Award Recipient to satisfy, in whole or in part, such obligation to remit withholding or other taxes, (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary a) by directing the Company to enable it withhold shares of Stock that would otherwise become vested, (b) by delivering to the Company shares of Stock already owned by the Award Recipient and not then subject to any repurchase, forfeiture, unfulfilled vesting, or similar requirements, or (c) by permitting or requiring the Award Recipient to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby the Award Recipient irrevocably elects to sell a portion of the shares of Stock to be delivered in connection with the Restricted Stock Units to satisfy withholding obligations and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding obligations directly to the Company or any Affiliate in each case pursuant to such rules as the Committee may establish from time to time. The Company shall also have the right to deduct from all cash payments made pursuant to, or in connection with, the Restricted Stock Units, the federal, state, or local taxes required to be withheld with respect to such payments. The maximum number of shares of Stock that may be withheld to satisfy any federal, foreign state, or other local tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has requirements may not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that exceed such number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have having a value Fair Market Value equal to the average closing price minimum statutory amount required by the Company to be withheld and paid to any such federal, state, or local taxing authority with respect to such vesting or payment; provided, however, for so long as Accounting Standards Update 2016-09 or a similar rule remains in effect, the Committee has full discretion to choose, or to allow the Award Recipient to elect, to withhold a number of a share shares of Stock having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding obligation (but such withholding may in no event be in excess of the Common Stock on the Nasdaq Global Market (or maximum required statutory withholding obligation in such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of Award Recipient’s relevant tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notejurisdiction).

Tax Withholding. Notwithstanding anything herein (a) On or before the time you receive a distribution of the shares subject to your Restricted Stock Units, or at any time thereafter as requested by the Company, you may satisfy any federal, state, local or foreign tax withholding obligation relating to your Restricted Stock Units by any of the following means, which you must elect in advance by making an appropriate election via the account established under your name with E*TRADE Financial or such other brokerage firm selected by the Company (the “Brokerage Account”), or by such other method acceptable to the contraryCommittee if you do not have a Brokerage Account, certificates for shares at such time or times specified by the Committee: (i) tendering a cash payment that covers your tax withholding obligation by depositing such cash payment into your Brokerage Account or providing it directly to the Company on or before the date your Restricted Stock Units vest; or (ii) authorizing a sell-to-cover transaction, which involves the automatic sale by E*TRADE Financial or such other brokerage firm selected by the Company, through one or more block trades, of the number of Restricted Stock Units that have vested shall not be delivered vest with the value necessary to satisfy the tax withholding obligations, the assignment to the Grantee unless and until Company of the Grantee has delivered proceeds of the sale for subsequent payment to the Executive Vice Presidentrelevant tax authorities, Human Resources and the release or delivery to you of the Company (remaining vested shares or such other if you are an executive officer of the Company performing at the time you receive such distribution of the shares subject to your Restricted Stock Units, authorizing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by net share settlement transaction under which the Company will withhold from the shares otherwise issuable to enable it you in connection with your Restricted Stock Units a number of shares the Fair Market Value of which is sufficient to satisfy cover the tax withholding obligation and issuing to you the remaining shares in settlement of your Restricted Stock Units on the date your Restricted Stock Units vest. The Committee shall have discretion to allow any federal, foreign or other method of satisfying tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company as it may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount determine to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteadequate.

Tax Withholding. Notwithstanding anything herein Regardless of any action the Company or Rockstar takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding applicable to the contraryRestricted Units (“Tax-Related Items”), certificates the Participant acknowledges that the ultimate liability for shares all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and Rockstar (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Units, the vesting of the Restricted Units, settlement of the Restricted Units, the subsequent sale of any Shares acquired pursuant to the Restricted Units and the receipt of any dividend equivalents; and (b) does not commit to structure the terms of the grant or any aspect of the Restricted Units to reduce or eliminate the Participant’s liability for Tax-Related Items. Further, if the Participant becomes subject to taxation in more than one country between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and Rockstar may be required to withhold or account for Tax-Related Items in more than one country. If the Participant’s country of residence (and/or the country of employment, if different) requires withholding of Tax-Related Items, the Company may withhold a portion of any cash proceeds (where the Restricted Units are settled in cash) or a portion of the Shares (where the Restricted Units are settled in Shares) otherwise issuable upon vesting that have vested shall not an aggregate Fair Market Value sufficient to pay the minimum Tax-Related Items required to be delivered withheld. For purposes of the foregoing, no fractional Shares will be withheld or issued pursuant to the Grantee grant of the Restricted Units. If the obligation for Tax-Related Items is satisfied by withholding a portion of any cash proceeds (where the Restricted Units are settled in cash) or by withholding Shares (where the Restricted Units are settled in Shares), for tax purposes, the Participant shall be deemed to have been issued the gross amount of the cash payment or the full number of Shares, notwithstanding that a portion of any cash proceeds or a number of the Shares are withheld solely for the purpose of satisfying any withholding obligations for the Tax-Related Items due. In addition, the Company and/or Rockstar may, on behalf of the Participant, sell a sufficient number of whole Shares issued upon vesting of the Restricted Units having an aggregate Fair Market Value that would satisfy the withholding amount (where the Restricted Units are settled in Shares). Alternatively, the Company and/or Rockstar may, in their discretion, withhold any amount necessary to pay the Tax-Related Items from the Participant’s regular salary or other amounts payable to the Participant, or may require the Participant to submit payment equivalent to the minimum Tax-Related Items required to be withheld by means of certified check, cashier’s check or wire transfer. Notwithstanding the above, if the Participant has entered into in a 10b5-1 trading plan, withholding of the Tax-Related Items may be satisfied as provided for under such 10b5-1 trading plan. In the event the withholding requirements are not satisfied, no cash payment will be made (where the Restricted Units are settled in cash) or no Shares will be released (where the Restricted Units are settled in Shares) to the Participant (or the Participant’s estate) upon vesting of the Restricted Units unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company satisfactory arrangements (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary as determined by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion discretion) have been made). Notwithstanding anything herein made by the Participant with respect to the contrarypayment of any such Tax-Related Items. By accepting the Restricted Units, in the event Participant expressly consents to the methods of withholding as provided hereunder and/or any other methods of withholding that a Grantee has not satisfied the conditions outlined in Company and/or Rockstar may decide to use and are permitted under the immediately preceding sentence within twenty Agreement to meet the withholding and/or other requirements as provided under applicable laws, rules and regulations. All other Tax-Related Items related to the Restricted Units shall be the sole responsibility of the Participant. To the extent the Company and/or Rockstar pay any Tax-Related Items that are the Participant’s responsibility (20) days after the shares of Restricted Stock have vested“Advanced Tax Payments”), the Company may (but and/or Rockstar shall not be required to), entitled to recover such Advanced Tax Payments from the Participant in its any and all manner that the Company and/or Rockstar determine appropriate in their sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentenceforegoing, each share the manner of Restricted Stock recovery of the Advanced Tax Payments shall include (but is not limited to) offsetting the Advanced Tax Payments against any and all amounts that may be deemed to have a value equal otherwise owed to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound Participant by the method Company and/or Rockstar (or alternatives) specified in any such notice. The Company (in its sole including regular salary/wages, bonuses, incentive payments and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned Shares acquired by the Grantee, or in installments (together with interest) evidenced Participant pursuant to any equity compensation plan that are otherwise held by the GranteeCompany for the Participant’s secured promissory notebenefit).

Tax Withholding. Notwithstanding anything herein Pursuant to such procedures as the contraryAdministrator may specify from time to time, certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such shall withhold the minimum amount required to be withheld for the payment of income, employment and other executive officer of taxes which the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested determines must be withheld (the “Tax AmountWithholding”). The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Withholding, in whole or in part (without limitation) by (unless other arrangements acceptable a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the amount of such Tax Withholding, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to such Tax Withholding, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount of the Tax Withholding. To the extent determined appropriate by the Company in its sole discretion discretion, it shall have been made)the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. Notwithstanding anything herein If Participant fails to make satisfactory arrangements for the payment of such Tax Withholding hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 4 or 6, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the contrary, in Company at no cost to the event Company. Participant acknowledges and agrees that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall refuse to deliver the Shares if such Tax Withholding is not be required to), in its sole discretion, delivered at any the time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notethey are due.

Tax Withholding. Notwithstanding anything herein When Shares are issued as payment for vested Restricted Stock Units, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Employer shall withhold the minimum amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (1) paying cash, (2) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the contraryamount of such Tax Obligations, certificates for shares (3) withholding the amount of Restricted Stock that have vested shall not be delivered such Tax Obligations from Participant's wages or other cash compensation paid to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary Participant by the Company to enable it to satisfy any federaland/or the Employer, foreign or other tax withholding obligations with respect (4) delivering to the shares Company already vested and owned Shares having a Fair Market Value equal to such Tax Obligations, or (5) selling a sufficient number of Restricted Stock that have vested such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the “amount of the Tax Amount”) (unless other arrangements acceptable to Obligations. To the extent determined appropriate by the Company in its sole discretion discretion, it will have been made)the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Notwithstanding anything herein Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the contrary, in Company at no cost to the event Company. Participant acknowledges and agrees that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall refuse to deliver the Shares if such Tax Obligations are not be required to)delivered at the time they are due. Without limitation on any of the foregoing rights or remedies of Company, if Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Company has the right, at Company's sole discretion, to sell a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion, at any time by notice discretion (whether through a broker or otherwise) equal to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% amount of the Tax Amount. For purposes of the preceding sentenceObligations, each share of Restricted Stock shall be deemed or to have withhold otherwise deliverable Shares having a value Fair Market Value equal to the average closing price amount of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteObligations.

Tax Withholding. Notwithstanding anything herein (i) The Recipient shall pay to the contraryCompany, certificates or make arrangements satisfactory to the Committee for shares payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to the grant of Restricted Stock that have vested shall not be delivered to Units (including without limitation the Grantee unless vesting thereof) and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (any Dividend Equivalents or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary distributions made by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations the Recipient with respect to the shares of Restricted Stock that have vested (Units as and when the “Tax Amount”) (unless other arrangements acceptable Company determines those amounts to be due, and the Company shall, to the Company in its sole discretion extent permitted by law, have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number deduct from any payment of shares any kind otherwise due to Recipient any federal, state, or local taxes of Restricted Stock that have vested any kind required by law to be withheld with an aggregate value equal respect to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder Units or any Dividend Equivalents or other distributions made by notice the Company to the Grantee, it being understood Recipient with respect to any Restricted Stock Units. (ii) The Recipient agrees that from his or her minimum withholding tax obligation with respect to the granting or vesting of the Restricted Stock Units and after such notice any Dividend Equivalents or other distributions made by the Grantee Company to the Recipient with respect to the Restricted Stock Units will be bound satisfied (provided that the Recipient has enough vesting or vested shares available) by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part Company’s withholding a portion of the Tax Amount to be paid with shares of Common Stock owned by otherwise deliverable to the GranteeRecipient, such shares being valued at their fair market value as of the date on which the taxable event that gives rise to the withholding requirement occurs. The Recipient further agrees that each time the Company withholds shares to satisfy his or in installments her minimum withholding tax obligation, the Company will round up to the nearest whole number of shares (together with interest) evidenced by any over withholding applied to federal income tax). For example, if 9.6 shares are required to satisfy the Grantee’s secured promissory note.minimum withholding tax obligation, the Company will round up to 10 shares. By accepting this Agreement, the Recipient consents to this method of tax withholding, including the Company rounding up to the nearest whole number of shares. (f)

Tax Withholding. Notwithstanding anything herein As a condition to the contrary, certificates for delivery of shares of Restricted Common Stock, Holder must, upon request by the Company, pay to the Company such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Award. If Xxxxxx fails to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any amount payable by the Company to Holder, including regular salary or bonus payments. Holder may elect to satisfy his or her obligation to advance the Required Tax Payments by any of the following means: (a) a cash payment to the Company; (b) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole shares of Common Stock that having an aggregate Fair Market Value (as defined below), determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Required Tax Payments; (c) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered to Holder having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments; or (d) any combination of (a), (b) and (c). Shares of Common Stock may not have vested shall not an aggregate Fair Market Value in excess of the amount determined by applying the maximum statutory withholding rate in the applicable jurisdiction. The number of shares to be delivered to the Grantee unless and until Company or withheld from the Grantee has delivered to Holder shall be determined by applying the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash paymentmaximum statutory withholding rate, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with Holder makes such an aggregate value equal to 150% of the Tax Amountelection. For purposes of this Award, “Fair Market Value” as of any date means the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal determined by reference to the average closing price of a share of the Common Stock as finally reported on the Nasdaq Global Market (or New York Stock Exchange for the trading day immediately preceding such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date date. Any fraction of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares a share of Common Stock owned which would be required to satisfy any Required Tax Payment will be disregarded and the remaining amount due must be paid in cash by Holder. No share of Common Stock will be issued or delivered until the Grantee, or Required Tax Payments have been satisfied in installments (together with interest) evidenced by the Grantee’s secured promissory notefull.

Tax Withholding. Notwithstanding anything herein to the contrary, certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of If the Company incurs any obligation to pay any amount in respect of taxes (including withholding taxes and any interest, penalties or such other executive officer additions to tax) imposed on income of the Company performing a similar function)or distributions made to any Member or former Member, at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary any amount so required to be paid by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to such Person shall be treated for all purposes of this Agreement as if it had been loaned to such Person, and the shares Managing Member shall cause the Company to give prompt written notice to such Person of Restricted Stock the date and amount of such loan. Any withholding taxes withheld pursuant to this Section 4.05 shall be withheld at the maximum applicable statutory rate under the applicable tax law unless the Managing Member shall have received an opinion of counsel or other evidence, satisfactory to the Managing Member in its reasonable discretion, to the effect that have vested (the “Tax Amount”) (unless other arrangements acceptable a lower rate is applicable or that no withholding is applicable. Each Member covenants, for itself, its successors, assigns, heirs and personal representatives, that such Person shall pay to the Company in its sole discretion have at any time after notice of the loan has been made). Notwithstanding anything herein to the contrarygiven, in the event that a Grantee has but not satisfied the conditions outlined in the immediately preceding sentence within later than twenty (20) days after the shares of Restricted Stock have vested, the Company delivers a written demand to such Person for such repayment (which demand may (but shall not be required to), in its sole discretion, made at any time by notice prior to or after the dissolution of the Company or the withdrawal of such Person or its predecessors from the Company); provided, however, that if any such repayment is not made within such 20-day period, such Person shall pay interest to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have Company at a value rate equal to the average closing price of a share of "prime rate" published by The Wall Street Journal, adjusted daily, for the Common Stock entire period commencing on the Nasdaq Global Market (or such other U.S. exchange or market date on which the Common Stock is then primarily traded) Company paid such amount and ending on the five (5) trading days up date on which such Person repays such amount to and including the date of vestingCompany together with all accrued but previously unpaid interest. The Company may shall (1) collect such unpaid amounts (including interest) from time any Company distributions that otherwise would be made to time change such Person and/or (or provide alternatives to2) subtract from the method Capital Account of tax withholding on such Person, no later than the Restricted Stock granted hereunder by notice day prior to the GranteeCompany's initial liquidating distribution, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company unpaid amounts (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with plus unpaid interest) evidenced by not so collected, in each case treating the Grantee’s secured promissory noteamount so collected or subtracted as having been distributed to such Person at the time of such collection or subtraction.

Tax Withholding. Notwithstanding anything herein All payments or grants made pursuant to this Award Agreement shall be subject to withholding of all applicable taxes for federal, state, local and other tax purposes, including any employment taxes resulting from the lapsing of the restrictions (the “Tax Obligations”). In the event that Company requests Grantee to do so, Grantee hereby agrees that Grantee will promptly satisfy the Tax Obligations resulting from the lapsing of the restrictions by authorizing, and Grantee hereby authorizes, the Company to withhold from the Shares becoming unrestricted as a result of the lapsing of the restrictions in accordance herewith, a number of Shares having a Fair Market Value less than or equal to the contraryTax Obligations. To the extent that the number of Shares tendered by Grantee pursuant to this Section 9 is insufficient to satisfy the Tax Obligations, Grantee hereby authorizes the Company to deduct from Grantee’s compensation the additional amount necessary to fully satisfy the Tax Obligations. If the Company chooses not to deduct such amount from Grantee’s compensation, Grantee agrees to pay promptly the Company, in cash or by check acceptable to the Company, the additional amount necessary to satisfy fully the Tax Obligations. Grantee agrees to take any further actions and execute any additional documents as may be necessary to effectuate the provisions of this Section 9. No certificates for shares of Restricted Stock that have vested representing the unrestricted Shares shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding satisfied Grantee’s obligations with respect to the shares full amount of Restricted Stock that have vested (all applicable tax withholding resulting from the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% payment of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteShare earned.

Tax Withholding. Notwithstanding anything herein Whenever a Period of Restriction applicable to the contraryRecipient’s rights to some or all of the Restricted Stock lapses as provided in Section 4, certificates 5, or 7 of this Agreement, the Company or its agent shall notify the Recipient of the related amount of tax that must be withheld under applicable tax laws. Regardless of any action the Company, any Subsidiary of the Company, or the Recipient’s employer takes with respect to any or all income tax, social security, payroll tax, payment on account or other tax-related withholding (“Tax”) that the Recipient is required to bear pursuant to all applicable laws, the Recipient hereby acknowledges and agrees that the ultimate liability for all Tax is and remains the responsibility of the Recipient. Prior to receipt of any shares of that correspond to Restricted Stock that have vested vests in accordance with this Agreement, the Recipient shall not be delivered pay or make adequate arrangements satisfactory to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources Company and/or any Subsidiary of the Company (or such other executive officer to satisfy all withholding and payment on account obligations of the Company performing a similar function)and/or any Subsidiary of the Company. In this regard, at its corporate headquarters in New York, New York, the Recipient authorizes the Company and/or any Subsidiary of the Company to withhold all applicable Tax legally payable by the Recipient from the Recipient’s wages or other cash payment, if any, deemed necessary compensation paid to the Recipient by the Company and/or any Subsidiary of the Company or from the proceeds of the sale of shares. Alternatively, or in addition, the Company may sell or arrange for the sale of Common Stock that the Recipient is due to enable it acquire to satisfy the withholding obligation for Tax and/or withhold any federalCommon Stock, foreign provided that the Company sells or other withholds only the amount of Common Stock necessary to satisfy the minimum withholding amount. Finally, the Recipient agrees to pay the Company or any Subsidiary of the Company any amount of any Tax that the Company or any Subsidiary of the Company may be required to withhold as a result of the Recipient’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver Common Stock if the Recipient fails to comply with its obligations in connection with the tax withholding obligations as described in this section. The Company advises the Recipient to consult his or her lawyer or accountant with respect to the shares of Restricted Stock that have vested (tax consequences for the “Tax Amount”) (unless other arrangements acceptable to Recipient under the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingPlan. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in and/or any such notice. The Company (in its sole and absolute discretion) may permit all or part Subsidiary of the Tax Amount Company: (a) make no representations or undertakings regarding the tax treatment in connection with the Plan; and (b) do not commit to be paid with shares of Common Stock owned by structure the Grantee, Plan to reduce or in installments (together with interest) evidenced by eliminate the GranteeRecipient’s secured promissory noteliability for Tax.

Tax Withholding. Notwithstanding anything herein The Company or any Affiliate shall have the authority and right to deduct or withhold or require a Holder to remit to the contraryCompany or any Affiliate, certificates for shares an amount sufficient to satisfy Tax‑Related Items with respect to any taxable event concerning a Holder arising as a result of Restricted Stock that have vested shall not the Plan or to take such other action as may be delivered to necessary in the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources opinion of the Company or any Affiliate, as appropriate, to satisfy withholding obligations for the payment of Tax‑Related Items, including but not limited to (a) withholding from the Holder’s wages or such other executive officer cash compensation; (b) withholding from the proceeds for the sale of Shares underlying the Company performing Award either through a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary voluntary sale or a mandatory sale arranged by the Company on the Holder’s behalf; or (c) in the Committee’s sole discretion and in satisfaction of the foregoing requirement withhold Shares otherwise issuable under an Award (or allow the return of Shares) having a Fair Market Value equal to enable it the sums required to satisfy any federalbe withheld. To avoid negative accounting treatment, foreign or other tax withholding obligations the number of Shares which may be withheld with respect to the shares issuance, vesting, exercise or payment of Restricted Stock that any Award or which may be repurchased from the Holder of such Award or redeemed in order to satisfy the Holder’s Tax‑Related Items liabilities with respect to the issuance, vesting, exercise or payment of the Award may be limited to the number of Shares which have vested (a Fair Market Value on the “Tax Amount”) (unless date of withholding, repurchase or redemption equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates or other applicable minimum withholding rates. No Shares shall be delivered hereunder to any Holder or other person until the Holder or such other person has made arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to for the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% satisfaction of the Tax Amount. For purposes of Tax‑Related Items withholdings obligations with respect to any taxable event concerning the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (Holder or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part person arising as a result of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notePlan.

Tax Withholding. Notwithstanding anything herein to the contraryEach optionee, certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee Successor or Lifetime Transferee who has delivered to the Executive Vice Presidentexercised an option shall, Human Resources immediately upon notification of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash paymentamount due, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable pay to the Company in its sole discretion have been made)cash or by check amounts necessary to satisfy any applicable federal, state and local tax withholding requirements. Notwithstanding anything herein If additional withholding is or becomes required (as a result of exercise of an option or as a result of disposition of shares acquired pursuant to exercise of an option) beyond any amount deposited before delivery of the certificates, the optionee, Successor or Lifetime Transferee shall pay such amount, in cash or by check, to the contraryCompany on demand. If the optionee, in Successor or Lifetime Transferee fails to pay the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedamount demanded, the Company or the Employer may (but withhold that amount from other amounts payable to the optionee, Successor or Lifetime Transferee, including salary, subject to applicable law. With the consent of the Board of Directors, an optionee may satisfy this obligation, in whole or in part, by instructing NuScale Corp to withhold some of the shares to be issued upon exercise or by delivering to NuScale Corp other shares of Common Stock; provided, however, that the number of shares so withheld or delivered shall not be required to), in its sole discretion, at any time by notice to exceed the Grantee, choose minimum amount necessary to satisfy the conditions outlined required withholding obligation. The fair market value of Common Stock provided or withheld in payment of withholding taxes shall be determined by the immediately preceding sentence by unilaterally revoking Board of Directors. If the Grantee’s right to receive that number Common Stock of shares of Restricted Stock that have vested with an aggregate value equal to 150% NuScale Corp is not publicly traded at the time of the Tax Amount. For purposes determination of the preceding sentencewithholding amount, each share the Board of Restricted Directors may consider any valuation methods it deems appropriate and may, but is not required to, obtain one or more independent appraisals of NuScale Corp. If the Common Stock of NuScale Corp is publicly traded at the time of the determination of the withholding amount, the fair market value of Common Stock provided or withheld in payment of the withholding taxes shall be deemed to have a value equal to the average closing trading price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice day immediately prior to the Granteeexercise date, it being understood that from and after such notice unless the Grantee will be bound by the method (or alternatives) specified in any such noticeBoard of Directors specifies another value. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the GranteeIn lieu of, or in installments (together addition to, the foregoing “net withholding” provisions, the Company may choose to make arrangements with interest) evidenced by a Plan administrator or broker to sell shares into the Grantee’s secured promissory noteopen market to cover the withholding obligation, and remit those sale proceeds to the Company to satisfy the withholding obligation.

Tax Withholding. Notwithstanding anything herein Employee understands and acknowledges that certain amounts must be withheld to satisfy federal, state, local, or foreign tax obligations associated with the grant of the Restricted Stock or the expiration of the Restrictions applicable to the contrary, certificates for shares of Restricted Stock that have vested (and any property resulting from Section 3(e)(iii)) (“Withholdings”). Employee shall not be delivered make arrangements satisfactory to the Grantee unless Company, in advance of any event triggering a Withholding obligation on the part of the Company or any affiliate of the Company that employs Employee, to provide for payment of all applicable Withholdings. If Employee has failed to make such arrangements or for any reason full payment of Withholdings is not made by Employee under such arrangements, Employee expressly authorizes the Company (and until any such affiliated employer) to (1) withhold the Grantee has delivered applicable amount of Withholdings from any payment to Employee, including any payment relating to an Award or any payroll or other payment, and/or (2) withhold shares deliverable upon lapse of the Restrictions on the Restricted Stock having a fair market value (as determined by the Committee) equal to the Executive Vice President, Human Resources amount of such tax liability required to be withheld as Withholdings in connection with the event triggering Withholding. If the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company affiliated employer) elects to enable it withhold shares to satisfy any federalWithholding obligation, foreign or other the value of shares withheld shall not exceed the minimum applicable withholding tax withholding obligations rate for federal (including FICA), state and local tax liabilities (interpreted in a manner consistent with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to applicable accounting rules). This provision does not obligate the Company in its sole discretion have been made). Notwithstanding anything herein or any affiliate to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the withhold shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingWithholding obligations. The Company may from time specify a reasonable deadline (for example, 90 days before lapse of Restrictions) by which Employee must make separate arrangements for the payment of Withholdings. In the event that Employee files, under Section 83(b) of the Code, an election to time change (or provide alternatives to) be taxed as having received ordinary income at the method date of tax withholding on grant of the Restricted Stock granted hereunder by Stock, Employee shall at the time of such filing notify the Company of the making of such election and furnish a copy of the notice to the GranteeCompany, it being understood that from and after such notice shall meet the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount other obligations under this Section 4 with respect to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteWithholding.

Tax Withholding. Notwithstanding anything herein The Company or the Employer shall be entitled to require a cash payment by or on your behalf (including, without limitation, subject to such procedures as the contraryAdministrator may adopt, certificates for pursuant to a broker-assisted “cashless” arrangement with a third party who facilitates the sale of shares of Common Stock deliverable upon any payment of Restricted Stock Units) and/or to deduct from other compensation payable to you any sums required by federal, state or local tax law to be withheld with respect to the grant, vesting or payment of the Restricted Stock Units in whole or in part. The Company may, in its discretion, agree that have vested shall not it will, upon any payment of shares of Common Stock in respect of the Restricted Stock Units, automatically reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of whole shares, valued at their then fair market value, to satisfy any withholding obligations of the Grantee unless Company and until the Grantee has delivered Employer with respect to such distribution of shares at the Executive Vice Presidentapplicable withholding rates. For Section 16 officers, Human Resources Section 5 to read as follows: “Unless (1) otherwise determined by the Administrator at any time after the Grant Date or (2) you have previously notified the Chief Financial Officer of the Company (or such other executive officer his designee) that you will pay the amount of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any applicable federal, foreign state or other local tax law withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable taxes directly to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrarycash, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares upon any payment of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned in respect of the Restricted Stock Units, the Company shall automatically reduce the number of shares to be delivered by (or otherwise reacquire) the Granteeappropriate number of whole shares, valued at their then fair market value, to satisfy any withholding obligations of the Company and the Employer with respect to such distribution of shares at the applicable withholding rates. In the event that the Administrator determines not to satisfy, or the Company cannot legally satisfy, such withholding obligations by such reduction of shares, or in installments (together the event of a cash payment or any other withholding event in respect of the Restricted Stock Units, the Company or the Employer shall be entitled to require a cash payment by or on your behalf and/or to deduct from other compensation payable to you any sums required by federal, state or local tax law to be withheld with interest) evidenced by the Grantee’s secured promissory noterespect to such distribution or payment.”

Tax Withholding. Notwithstanding anything herein As a condition to exercising this Option in whole or in part, the Holder shall pay, or make provisions satisfactory to the contraryCompany for payment of, certificates any income tax, social tax, payroll tax and other taxes required to be withheld in connection with such exercise. Payment for such taxes may be in any of the forms of payment specified above in Section 3. To the extent permitted by applicable law and with the consent of Mattel, payment for such taxes also may be in the form of shares of Restricted Common Stock that have vested would otherwise be issued upon the exercise of this Option, provided that the Fair Market Value of such shares shall not be delivered exceed the sums necessary to pay the tax withholding based on the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income, rounded up to the Grantee nearest whole number of shares (unless higher withholding is permissible without adverse accounting consequences to Mattel). The Company may, in its discretion, withhold any amount necessary to pay the applicable taxes from the Holder’s regular salary/wages or any other amounts payable to the Holder, with no withholding of shares of Common Stock, or may require the Holder to submit payment equivalent to the minimum taxes required to be withheld (unless higher withholding is permissible without adverse accounting consequences to Mattel) by means of certified check, cashier’s check or wire transfer. By accepting the Option, the Holder expressly consents to the methods of withholding as provided hereunder. In the event the withholding requirements for applicable taxes are not satisfied, no shares of Common Stock will be issued to the Holder (or the Holder’s estate) upon exercise of the Option unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company satisfactory arrangements (or such other executive officer of the Company performing a similar function), at as determined by Mattel in its corporate headquarters in New York, New York, cash payment, if any, deemed necessary sole discretion) have been made by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations Holder with respect to the shares payment of Restricted Stock that have vested (applicable taxes. Further, if the “Tax Amount”) (unless other arrangements acceptable Holder becomes subject to taxation in more than one country between the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to Grant Date and including the date of vesting. The Company may from time to time change any relevant taxable or tax withholding event, as applicable, the Holder acknowledges that Mattel and/or his or her employer (or provide alternatives toformer employer, as applicable) the method of tax withholding on the Restricted Stock granted hereunder by notice may be required to withhold or account for taxes in more than one country. All other taxes related to the Grantee, it being understood that from Option and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by delivered in settlement thereof shall be the Grantee, or in installments (together with interest) evidenced by sole responsibility of the Grantee’s secured promissory noteHolder.

Tax Withholding. Notwithstanding anything herein When Shares are issued as payment for vested Restricted Stock Units, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Employer will withhold the minimum amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the contraryamount of such Tax Obligations, certificates for shares (c) withholding the amount of Restricted Stock that have vested shall not be delivered such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the company and/or the Employer, (d) delivering to the Grantee unless Company already vested and until owned Shares having a Fair Market Value equal to such Tax Obligations, or (e) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Grantee has delivered Company may determine in its sole discretion (whether through a broker or otherwise) equal to the Executive Vice President, Human Resources amount of the Company (or such other executive officer of Tax Obligations. To the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary extent determined appropriate by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion discretion, it will have been made)the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such Tax Obligations are satisfied. Notwithstanding anything herein Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 4 or 6, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the contrary, in Company at no cost to the event Company. Participant acknowledges and agrees that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall refuse to deliver the Shares if such Tax Obligations are not be required to), in its sole discretion, delivered at any the time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notethey are due.

Tax Withholding. Notwithstanding anything herein Unless other arrangements have been made that are acceptable to the contraryCompany, certificates for shares the Company and each of Restricted Stock that have vested shall not its Affiliates is authorized to deduct or withhold from the Award, or cause to be delivered deducted or withheld from any compensation or other amount owing to the Grantee unless and until Employee, the Grantee has delivered amount (in cash, common stock, other securities or property, or common stock that would otherwise be issued pursuant to the Executive Vice President, Human Resources Award) of any applicable taxes payable in respect of the vesting and/or settlement of the Award and to take such other actions as may be necessary in the opinion of the Company (or such other executive officer any of its Affiliates to satisfy its tax withholding obligations. Notwithstanding the foregoing, if the Employee is subject to Rule 16b-3 at the time of vesting and/or settlement of the Company performing a similar function)Award, at its corporate headquarters except as otherwise provided in New Yorkany tax withholding policy or procedure adopted by the Company, New York, cash payment, if any, deemed necessary such tax withholding automatically shall be effected by the Company to enable it to satisfy any federal, foreign or other tax one of its Affiliates either by (i) withholding obligations with respect shares of common stock otherwise deliverable to the shares Employee on the settlement of Restricted Stock that have vested the Award or (ii) requiring the “Tax Amount”) (unless other arrangements acceptable Employee to tender a cash payment to the Company or such Affiliate in its sole discretion have been made). Notwithstanding anything herein an amount equal to the contrary, in applicable taxes. In the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedcommon stock that would otherwise be delivered pursuant to the Award are used to satisfy such withholding obligations, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares that may be withheld shall be limited to the number of Restricted Stock shares that have vested with an aggregate value equal to 150% a Fair Market Value, on the date of the Tax Amount. For purposes of the preceding sentencewithholding, each share of Restricted Stock shall be deemed to have a value equal to the average closing price aggregate amount of a share such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income; provided, however, that such withholding may be based on rates in excess of the Common Stock on the Nasdaq Global Market minimum statutory withholding rates if (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives toA) the method of Committee (x) determines that such withholding would not result in adverse accounting, tax withholding on the Restricted Stock granted hereunder by notice or other consequences to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole other than immaterial administrative, reporting or similar consequences) and absolute discretion(y) may permit all or part of authorizes such withholding at such greater rates and (B) the Tax Amount Employee consents to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notesuch withholding at such greater rates.

Tax Withholding. Notwithstanding anything herein The Company shall have the right, prior to the contraryissuance of any Common Shares upon full or partial exercise of the Option (whether by the Grantee or any person entitled to do so), certificates for shares of Restricted Stock that have vested shall not be delivered to require the Grantee to remit to the Grantee unless Company any and until all amounts sufficient to satisfy any withholding or other taxes that may be due as a result of the Option exercise. At the time of such exercise, the Grantee has delivered shall pay in cash to the Executive Vice President, Human Resources of Company any amount that the Company may reasonably determine to be necessary to satisfy such withholding or other tax obligation. The Company may permit the Grantee to satisfy, in whole or in part, such obligation to remit withholding or other taxes, (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary a) by directing the Company to enable it withhold Common Shares that would otherwise be received by the Grantee or (b) by delivering to the Company Common Shares already owned by the Grantee and not then subject to any repurchase, forfeiture, unfulfilled vesting, or similar requirements, in each case pursuant to such rules as the Committee may establish from time to time. The Company shall also have the right to deduct from all cash payments made pursuant to, or in connection with, the Option, the federal, state, or local taxes required to be withheld with respect to such payments. The maximum number of Common Shares that may be withheld from the Option to satisfy any federal, foreign state, or other local tax withholding obligations requirements upon the exercise of the Option may not exceed such number of Common Shares having a Fair Market Value equal to the minimum statutory amount required by the Company to be withheld and paid to any such federal, state, or local taxing authority with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company such exercise; provided, however, for so long as Accounting Standards Update 2016-09 or a similar rule remains in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedeffect, the Company may Committee has full discretion to choose, or to allow the Grantee to elect, to withhold a number of Common Shares having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding obligation (but shall not such withholding may in no event be in excess of the maximum required to), statutory withholding obligation in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the such Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of relevant tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notejurisdiction).

Tax Withholding. Notwithstanding anything herein (a) Before tax and withholding events, as a condition of your receiving Shares in respect of the RSUs, you agree to make arrangements satisfactory to the contrary, certificates for shares of Restricted Stock that have vested shall not be delivered to Company and the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it Committee to satisfy any federalall income tax, foreign social insurance tax, payroll tax, fringe benefits tax and other Federal, state or local and non-U.S. tax payment or withholding requirements or other tax withholding obligations with respect to the shares of Restricted Stock that have vested related items (the collectively, “Tax AmountTax-Related Items”) (unless other arrangements acceptable to determined by the Company Committee in its sole discretion have been made). Notwithstanding anything herein to in connection with the contrary, Award or your participation in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedPlan, including paying the Company may (but shall not be required to)or an Affiliate, in its sole discretion, at any time by notice through payroll withholding or other Committee-required method, the amount of Tax-Related Items required to be paid or withheld with respect to the Grantee, choose to satisfy RSUs. Such payment of Tax-Related Items will be made by the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% Company withholding Shares issuable upon settlement of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value RSUs equal to the average closing price of a share amount required to be withheld or paid as determined by the Company, except to the extent that: (i) the Chief Human Resources Officer permits payment for such Tax-Related Items in cash by an employee other than an executive officer of the Company (“Executive Officer”) subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Act”), or (ii) you are an Executive Officer and you elect to make payment for such Tax-Related Items in cash or by instructing the Company and any brokerage firm approved by the Company to sell on your behalf the Shares underlying the RSUs that the Company determines will satisfy such Tax-Related Items. Any withholding of Shares or sale or cash payment pursuant to this Section will occur when the requirement to withhold or pay taxes arises, or as soon as practicable afterwards if permitted by the Company. If you are an Executive Officer who instructs a brokerage firm sale permitted by this Section, you will be responsible for, and will indemnify and hold the Company harmless with respect to, any and all losses, costs, damages or other expenses (including brokerage fees and other similar costs related directly to any such sale of Common Stock Stock) arising in connection with, or related to, any such sale. In addition, the Company or an Affiliate may (but is not required to), to the extent permitted by law, deduct any such tax and other withholding amounts from any payment of any kind otherwise due to you from the Company or any Affiliate. Depending on the Nasdaq Global Market (or such other U.S. exchange or market on which withholding method, the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (withhold or provide alternatives to) account for Tax-Related Items by considering such statutory withholding rates as may be determined applicable in the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part discretion of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, Committee that will not result in an adverse accounting consequence or in installments (together with interest) evidenced by the Grantee’s secured promissory notecost.

Tax Withholding. Notwithstanding anything herein The Company shall be entitled to deduct and withhold, or cause to be deducted and withheld, from the consideration payable (or deemed payable) as a result of the transactions contemplated by the Transaction Agreements, including the Indemnity Holdback Amount, to the contraryContributor, certificates for shares of Restricted Stock that have vested shall not be delivered to or the Grantee unless and until the Grantee has delivered to the Executive Vice PresidentStockholder, Human Resources of as applicable, such amounts as the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company is required to enable it to satisfy any federal, foreign or other tax withholding obligations deduct and withhold with respect to the shares making of Restricted Stock that have vested such payment under the Code or any provision of state, local or non-U.S. tax law (the “Tax Amount”) (unless other arrangements acceptable to as determined by the Company in its sole discretion have been madereasonable discretion). Notwithstanding anything herein to To the contraryextent that amounts are so deducted and withheld by the Company, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but such amounts shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For treated for all purposes of the preceding sentenceTransaction Agreements as having been paid to the Contributor, each share or the Stockholder, as applicable. The Contributor or the Stockholder, as applicable, shall (A) to the extent requested by Marathon, contribute cash prior to the Contribution and Merger equal to (i) any withholding Taxes that would otherwise be required to be withheld by the Company in connection with the Contribution and/or Merger (taking into account any gross-up attributable to such amounts) and (ii) any withholding Taxes that Marathon failed to withhold with respect to distributions to the Stockholder prior to the Closing and (B) indemnify and hold harmless the Company for any withholding Taxes relating to the Company’s failure to withhold from the Contributor or the Stockholder, as applicable, as required by applicable Laws, and for any Taxes of Restricted Stock the Contributor (including those described in subclause (A)(ii) above), other than Taxes attributable to the Company’s breach of its covenants in Section 6.03(f) or Section 6.04, provided, however, that, in either case, neither the Contributor nor the Stockholder, as applicable, shall be deemed liable for any penalties that may become payable in respect thereof, and provided further that, for the avoidance of doubt, the indemnification obligation of the Stockholder pursuant to have a value equal this clause (B) shall neither be limited to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice Indemnity Holdback Amount nor subject to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteDeductible.

Tax Withholding. Notwithstanding anything herein You shall make appropriate arrangements with the Company to provide for payment of all federal, state, local or foreign taxes of any kind required by law to be withheld in respect of your Restricted Stock Units. Such arrangements may include, but are not limited to, the payment of cash directly to the contraryCompany, certificates for shares withholding by the Company from other cash payments of Restricted Stock that have vested shall not be delivered to any kind otherwise due you, withholding from proceeds of the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources sale of Shares acquired upon exercise either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent), or such other executive officer share withholding as described below. Subject to the prior approval of the Administrator, which may be withheld by the Administrator in its sole discretion, you may be permitted to satisfy the statutory withholding obligations, in whole or in part, (i) by having the Company performing a similar function)withhold shares otherwise issuable to you or (ii) by delivering to the Company shares of Common Stock already owned by you. The shares delivered or withheld shall have an aggregate Fair Market Value not in excess of the minimum statutory total tax withholding obligations. In addition, at its corporate headquarters to the extent provided by the Plan, you may elect to have the Company perform additional voluntary tax withholding through the withholding or delivery of shares up to the maximum statutory tax rates in New York, New York, cash payment, if any, deemed necessary your applicable jurisdictions. The Fair Market Value of the shares used for tax withholding purposes shall be determined by the Company as of the date on which taxation occurs. Shares used for tax withholding purposes must be vested and cannot be subject to enable it to satisfy any federalrepurchase, foreign forfeiture, or other tax withholding obligations with respect similar requirements. Any election to withhold or deliver shares shall be irrevocable, made in writing, signed by you, and shall be subject to any restrictions or limitations that the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to)Administrator, in its sole discretion, at any time by notice deems appropriate. Further, if you become subject to tax in more than one jurisdiction between the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to Grant Date and including the date of vesting. The any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company may from time to time change and/or its Subsidiaries (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Granteeformer employer, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretionas applicable) may permit all be required to withhold or part account for federal, state, local or foreign taxes of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or any kind in installments (together with interest) evidenced by the Grantee’s secured promissory notemore than one jurisdiction.

Tax Withholding. Notwithstanding anything herein When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Employer shall withhold the amount required to satisfy the payment of the Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the contraryamount of such Tax Obligations, certificates for shares (iii) withholding the amount of Restricted Stock that have vested shall not be delivered such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the company and/or the Employer, (iv) delivering to the Grantee unless Company already vested and until owned Shares having a Fair Market Value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Grantee has delivered Company may determine in its sole discretion (whether through a broker or otherwise) equal to the Executive Vice President, Human Resources amount of the Company (or such other executive officer of Tax Obligations. To the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary extent determined appropriate by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion discretion, it will have been made)the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Notwithstanding anything herein Further, if Participant is subject to tax in more than one jurisdiction between the contraryDate of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the event payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall refuse to honor the exercise and refuse to deliver the Shares if such Tax Obligation are not be required to), in its sole discretion, fully satisfied at any the time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteexercise.

Tax Withholding. Notwithstanding anything herein As of any date that a number (which may be all or part) of your Restricted Shares would no longer be forfeited if you were to have a Termination of Affiliation on such date, or as of any other date that a required tax withholding liability as described in Article 17 of the Plan (“Required Withholding”) occurs, you must remit the minimum amount necessary to satisfy the Required Withholding relating to such number of your Restricted Shares that would not be so forfeited. The Committee may require you to satisfy the Required Withholding by any (or a combination) of the following means: (i) a cash payment; (ii) withholding from compensation otherwise payable to you; (iii) withholding from any of your Restricted Shares that are no longer subject to forfeiture a number of Shares having a Fair Market Value less than or equal to the contrary, certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources minimum statutory amount of the Company Required Withholding; or (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”iv) (unless other arrangements acceptable delivering to the Company in its sole discretion have been made). Notwithstanding anything herein Shares having a Fair Market Value less than or equal to the contraryminimum statutory amount of the Required Withholding. The Committee may, in but is not required to, approve your irrevocable election made prior to the event time the Required Withholding liability occurs to have the Company withhold from your Restricted Shares that will no longer be subject to forfeiture at the time the Required Withholding liability occurs, a Grantee has not satisfied number of Shares having a Fair Market Value less than or equal to the conditions outlined in minimum statutory amount of the immediately preceding sentence within twenty (20) days after Required Withholding. If at the shares of Restricted Stock have vestedtime the Required Withholding liability occurs you are entitled to receive certificates for Shares under this Agreement, the Company may (but shall will not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market deliver your certificates unless you remit (or such other U.S. exchange in appropriate cases agree to remit) or market on which otherwise provide for the Common Stock is then primarily traded) on the five (5) trading days up Required Withholding relating to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteyour Shares as described above.

Tax Withholding. Notwithstanding anything herein RSUs are taxable upon vesting based on the market value in accordance with the tax laws of the country where you are resident or employed. RSUs are taxable in accordance with the existing or future tax laws of the country where you are resident or employed. If you are an U.S. citizen or expatriate, you may also be subject to U.S. tax laws. To the extent required by applicable federal, state or other law, you shall make arrangements satisfactory to the contraryCorporation (or the Subsidiary that employs you, certificates if your Subsidiary is involved in the administration of the 2006 Plan) for the payment and satisfaction of any income tax, social security tax, payroll tax, social taxes, applicable national or local taxes, or payment on account of other tax related to withholding obligations that arise by reason of granting of a RSU, vesting of a RSU or any sale of shares of Restricted the Common Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been madewhichever is applicable). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but The Corporation shall not be required to)to issue or lift any restrictions on shares of the Common Stock pursuant to your RSUs or to recognize any purported transfer of shares of the Common Stock until such obligations are satisfied. Unless provided otherwise by the Committee, in its sole discretion, at any time these obligations will be satisfied by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that Corporation withholding a number of shares of Restricted Common Stock that have vested would otherwise be issued under the RSUs that the Corporation determines has a Market Value sufficient to meet the tax withholding obligations. In the event that the Committee provides that these obligations will not be satisfied under the method described in the previous sentence, you authorize UBS Financial Services Inc., or any successor plan administrator, to sell a number of shares of Common Stock that are issued under the RSUs, which the Corporation determines is sufficient to generate an amount that meets the tax withholding obligations plus additional shares to account for rounding and market fluctuations, and to pay such tax withholding to the Corporation. The shares may be sold as part of a block trade with an aggregate value equal to 150% other participants of the Tax Amount2006 Plan in which all participants receive an average price. For purposes this purpose, "Market Value" will be calculated as the average of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share highest and lowest sales prices of the Common Stock as reported by NASDAQ on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingday your RSUs vest. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part future value of the Tax Amount to be paid with underlying shares of Common Stock owned is unknown and cannot be predicted with certainty. You are ultimately liable and responsible for all taxes owed by you in connection with your RSUs, regardless of any action the GranteeCorporation takes or any transaction pursuant to this Section 9 with respect to any tax withholding obligations that arise in connection with the RSUs. The Corporation makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or in installments (together with interest) evidenced by settlement of the Grantee’s secured promissory noteRSUs or the subsequent sale of any of the shares of Common Stock underlying the RSUs that vest. The Corporation does not commit and is under no obligation to structure the RSU program to reduce or eliminate your tax liability.

Tax Withholding. Notwithstanding anything herein As a condition precedent to the contrary, certificates for issuance or delivery of any shares of Restricted Common Stock that have vested upon the exercise of the Option, the holder shall not pay to the Company in addition to the purchase price of the shares of Common Stock, such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to such exercise of the Option. The holder may elect to satisfy his or her obligation to advance the Required Tax Payments by (i) authorizing the Company to withhold whole shares of Common Stock which otherwise would be delivered to the Grantee unless and until holder upon the Grantee has delivered to the Executive Vice President, Human Resources exercise of the Company (or such other executive officer Option, the aggregate Fair Market Value of which shall be determined as of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary date of exercise or (ii) delivery (either actual delivery or by attestation procedures established by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”Company) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the of previously-owned whole shares of Restricted Stock have vestedCommon Stock, the Company aggregate Fair Market Value of which shall be determined as of the date of exercise. Shares of Common Stock to be withheld or delivered may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% Fair Market Value in excess of the Tax Amountamount determined by applying the minimum statutory withholding rate. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price Any fraction of a share of the Common Stock on which would be required to satisfy the Nasdaq Global Market (or such other U.S. exchange or market on which aggregate of the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on obligation and the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part purchase price of the Tax Amount to be paid with shares of Common Stock owned shall be disregarded and the remaining amount due shall be paid in cash by the Grantee, or in installments (together with interest) evidenced holder. The Optionee agrees that if by the Granteepay period that immediately follows the date that the Optionee exercises the Option, no cash payment attributable to any such fractional share shall have been received by the Company, then the Optionee hereby authorizes the Company to deduct such cash payment from any amount payable by the Company or any Affiliate to the Optionee, including without limitation any amount payable to the Optionee as salary or wages. The Optionee agrees that this authorization may be reauthorized via electronic means determined by the Company. The Optionee may revoke this authorization by written notice to the Company prior to any such deduction. No share of Common Stock shall be delivered until the Required Tax Payments have been satisfied in full (or arrangement has been made for such payment to the Company’s secured promissory notesatisfaction).

Tax Withholding. Notwithstanding anything herein Prior to the contrary, certificates for shares vesting of the Restricted Stock that have vested shall not be delivered Units, Participant will pay or make adequate arrangements satisfactory to the Grantee unless Company and/or the Employer to satisfy all withholding and until the Grantee has delivered to the Executive Vice President, Human Resources payment obligations of Tax-Related Items of the Company (or such other executive officer of and/or the Employer. In this regard, Participant authorizes the Company performing a similar function)and/or the Employer, or their respective agents, at its corporate headquarters in New Yorktheir discretion, New York, to satisfy the obligations with regard to all Tax-Related Items by withholding from Participant’s wages or other cash payment, if any, deemed necessary compensation paid to Participant by the Company and/or the Employer, or withholding from proceeds of the sale of Shares acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to enable this authorization) without further consent from Participant. If withholding is performed from proceeds from the sale of Shares acquired upon vesting of the Restricted Stock Units, the Company may withhold or account for Tax-Related Items by considering maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy any federalhis or her obligations for Tax-Related Items, foreign in whole or other tax withholding obligations with respect in part (without limitation) by (i) delivery of cash or check to the shares Company or the Employer, (ii) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, or (iii) selling a sufficient number of Restricted Stock that have vested Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the “Tax Amount”) (unless other arrangements acceptable amount required to be withheld. Further, to the extent determined appropriate by the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vesteddiscretion, the Company may will have the right (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose obligation) to satisfy any obligations for Tax-Related Items by reducing the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal Shares otherwise deliverable to 150% of Participant. If the Tax Amount. For purposes of the preceding sentenceobligation for Tax-Related Items is satisfied by withholding in Shares, each share of Restricted Stock shall be for tax purposes, Participant is deemed to have a value equal been issued the full number of Shares subject to the average closing price of vested Restricted Stock Units, notwithstanding that a share number of the Common Stock on Shares are held back solely for the Nasdaq Global Market (or such other U.S. exchange or market on which purpose of paying the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteTax-Related Items.

Tax Withholding. Notwithstanding anything herein to the contrary, certificates for shares When Shares of Restricted Stock that have vested shall not vest, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be delivered subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Grantee unless and until the Grantee has delivered Administrator may specify from time to the Executive Vice Presidenttime, Human Resources of the Company (or such other executive officer and/or Service Recipient shall withhold the amount required to be withheld for the payment of the Company performing a similar function)Tax Obligations. The Administrator, at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein and pursuant to the contrarysuch procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in the event that a Grantee has not satisfied the conditions outlined whole or in the immediately preceding sentence within twenty part (20without limitation), if permissible by applicable local law, by (i) days after the shares of Restricted Stock paying cash, (ii) electing to have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have withhold otherwise deliverable Shares having a fair market value equal to the average closing price of a share of minimum amount that is necessary to meet the Common Stock on the Nasdaq Global Market withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other U.S. exchange cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or market on which (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Administrator in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations under the method prescribed under Section 7(ii) and, until determined otherwise by the Administrator, this will be the method by which such tax withholding obligations are satisfied. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and absolute discretiona date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may permit all be required to withhold or part account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Shares of Restricted Stock otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Shares of Restricted Stock and any right to receive Shares thereunder will be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to deliver the Shares if such Tax Amount to be paid with shares of Common Stock owned by Obligations are not delivered at the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notetime they are due.

Tax Withholding. Notwithstanding anything herein Any and all payments under or pursuant to this Note shall to the contraryextent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes (as defined hereinbelow). If, certificates however, applicable law requires the withholding or deduction of any Taxes, the Company shall be entitled to deduct and withhold in respect of Taxes from any amounts payable or otherwise deliverable pursuant to this Note such amounts as may be required to be deducted or withheld therefrom under any provision of applicable law (a “Tax Deduction”). The Company shall notify the Investor prior to making a Tax Deduction and the Investor and Company shall use commercially reasonable efforts to mitigate, reduce, or eliminate the Tax Deduction. Notwithstanding any other provision of this Note and for shares greater certainty, if a Tax Deduction is required with respect to any amounts payable or otherwise deliverable under this Note, the Company shall increase such amounts payable or otherwise deliverable as necessary so that after any required withholding or the making of Restricted Stock all required deductions (including deductions applicable to additional sums payable under this Section 12) the applicable Investor receives an amount equal to the sum it would have received had no such withholding or deduction been made (an “Additional Amount”). If any Tax that would have vested resulted in the payment of an Additional Amount, including for greater certainty, any interest and penalties applicable in respect thereof, is imposed or asserted on an Investor as a result of any failure to make a Tax Deduction on an amount payable to such Investor, the Company hereby agrees to indemnify and hold harmless such Investor in respect of such Taxes (including the reasonable fees, charges and disbursements of any counsel or other tax advisor for the Investor), and shall make payment in respect thereof within fourteen (14) days after demand therefor, regardless of whether such Tax was correctly or legally imposed or asserted by the relevant governmental authority. For greater certainty the provisions of Section 12(a) shall apply to any payments made by the Company under this Note. Each party’s obligations under this Section 12 shall survive any assignment of rights by an Investor, and the repayment, satisfaction or discharge of the Note. For greater certainty, this Section 12 shall also apply in respect of any conversion of the Outstanding Amount into Shares of the Company, whether pursuant to this Note or otherwise, such that, without limitation, (i) the number of Shares actually issued to an Investor, and (ii) any other amounts actually paid to an Investor, in each case as a result of or in connection with any such conversion, shall not be delivered reduced on account of any Tax Deduction. The Company will not be required to pay an Additional Amount in respect of, or to indemnify the Grantee unless and until Investor for, any Canadian federal withholding Taxes imposed on the Grantee has delivered payment as a result of such payment having been made to an Investor that, at the Executive Vice Presidenttime of making such payment, Human Resources (A) is a Person with which the Company does not deal at arm’s length (for the purposes of the Income Tax Act (Canada)) or (B) is a “specified shareholder” (as defined in subsection 18(5) of the Income Tax Act (Canada)) of the Company or does not deal at arm’s length (or such other executive officer for the purposes of the Company performing Income Tax Act (Canada)) with such a similar function)“specified shareholder”; of the application of proposed subsection 214(18) of the Income Tax Act (Canada) (as set out in proposals to amend the Income Tax Act (Canada) on April 29, at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations 2022 with respect to “hybrid mismatch arrangements”); or the shares failure of Restricted Stock that have vested (the “Investor to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in, Tax Amount”) (unless other arrangements acceptable Deduction, but only to the Company in its sole discretion have been made). Notwithstanding anything herein extent the Investor is legally entitled to the contrary, in the event that comply with such requirements and only if such Investor received a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, written request from the Company may (but shall not be required to), delivered reasonably in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% advance of the Tax Amount. For purposes of date the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock compliance is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noterequired.

Tax Withholding. Notwithstanding anything herein When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Employer shall withhold the minimum amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the contraryamount of such Tax Obligations, certificates for shares (c) withholding the amount of Restricted Stock that have vested shall not be delivered such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the company and/or the Employer, (d) delivering to the Grantee unless Company already vested and until owned Shares having a Fair Market Value equal to such Tax Obligations, or (e) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Grantee has delivered Company may determine in its sole discretion (whether through a broker or otherwise) equal to the Executive Vice President, Human Resources amount of the Company (or such other executive officer of Tax Obligations. To the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary extent determined appropriate by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion discretion, it will have been made)the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Notwithstanding anything herein Further, if Participant is subject to tax in more than one jurisdiction between the contraryDate of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the event payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall refuse to honor the exercise and refuse to deliver the Shares if such amounts are not be required to), in its sole discretion, delivered at any the time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteexercise.

Tax Withholding. Notwithstanding anything herein Prior to the contrary, certificates for issuance of shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources upon exercise of the Company (Option, Optionee must pay or such other executive officer provide for any applicable federal or state withholding obligations of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by Corporation (including any taxes arising under Sections 409A or 4999 of the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been madeCode). Notwithstanding anything herein to If the contraryCommittee allows, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares Optionee may provide for payment of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% withholding taxes upon exercise of the Tax Amount. For purposes of Option by (i) requesting that the preceding sentence, each share of Restricted Stock shall be deemed to have Corporation retain shares with a fair market value equal to the average closing price minimum amount of a share of the Common Stock on the Nasdaq Global Market taxes required to be withheld or (or such other U.S. exchange or market on which the Common Stock is then primarily tradedii) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice delivering to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with Corporation other shares of Common Stock owned by Optionee for a period of at least six months having a fair market value equal to the Granteeminimum amount of taxes required to be withheld. In the case of clause (i) above, the Corporation shall issue the net number of shares to the Optionee by deducting the shares retained from the shares issuable upon exercise. Unless otherwise expressly set forth in a written agreement between the Company and the Optionee, neither the Company nor any of its employees, officers, directors, or service providers shall have any obligation whatsoever to pay such taxes, to prevent the Optionee from incurring them, or to mitigate or protect the Optionee from any such tax liabilities. Nevertheless, if the Company reasonably determines that the Optionee’s receipt of payments or benefits pursuant to Section 6 of the Plan as a result of the Optionee’s cessation of employment with the Company constitutes “nonqualified deferred compensation” within the meaning of Section 409A, payment of such amounts shall not commence until the Optionee incur a “separation from service” within the meaning of Treasury Regulation § 1.409A-1(h) (“Separation from Service”). If, at the time of the Optionee’s Separation from Service, the Optionee is a “specified employee” (under Internal Revenue Code Section 409A), any amount that constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A that becomes payable to the Optionee on account of the Optionee’s Separation from Service (including any amounts payable pursuant to the preceding sentence) will not be paid until after the end of the sixth calendar month beginning after the Optionee’s Separation from Service (the “409A Suspension Period”). Within 14 calendar days after the end of the 409A Suspension Period, the Optionee shall be paid a lump sum payment in installments (together with cash equal to any payments delayed because of the preceding sentence, without interest) evidenced by . Thereafter, the Grantee’s secured promissory noteOptionee shall receive any remaining benefits as if there had not been an earlier delay.

Tax Withholding. Notwithstanding anything herein The Company shall have the right to deduct from any compensation due the contraryGrantee from the Company any federal, certificates for shares state, local or foreign taxes required by law to be withheld in connection with the issuance of Shares or vesting of any Restricted Stock Unit pursuant to this Agreement. To the extent that have vested shall not be delivered the amounts payable to the Grantee unless and until are insufficient for such withholding, it shall be a condition to the issuance of Shares or vesting of the Restricted Stock Units, as the case may be, that the Grantee has delivered to the Executive Vice President, Human Resources of the Company (shall pay such taxes or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock make provisions that have vested (the “Tax Amount”) (unless other arrangements acceptable are satisfactory to the Company for the payment thereof. The Company shall retain Shares otherwise deliverable on the Settlement Date in its sole discretion have been made)an amount sufficient to satisfy the amount of tax required to be withheld provided that such amounts shall not exceed the statutorily required minimum withholding. Notwithstanding anything herein The determination of the number of Shares retained for this purpose shall be based on the Fair Market Value of the Shares on the Settlement Date. In the event that the retention of Shares to satisfy withholding taxes would otherwise result in the delivery of a fractional Share, the Company will round down to the contrarynext whole Share and apply the value of the fractional Share to the recipient's tax obligations or, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedalternative, the Company may (but make such other arrangements to avoid the issuance of a fractional Share as may be permitted by law. No Shares shall not be required to), in its sole discretion, at any time by notice transferred to the GranteeGrantee hereunder until such time as all applicable withholding taxes have been satisfied. Under the Code, choose to satisfy employment tax withholding shall be calculated based on the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% Fair Market Value of the Tax Amount. For purposes Shares on the applicable Vesting Date and income tax withholding shall be calculated based on the Fair Market Value of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock Shares on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingSettlement Date. The Company may from time to time change (or provide alternatives to) the method of will not retain Shares as described herein unless tax withholding on applies under the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part laws of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notelocal jurisdiction.

Tax Withholding. Notwithstanding anything herein Upon the exercise of the Options in accordance with the terms of this Agreement, the Partnership shall have the right to withhold (and at the Optionee’s election the Partnership shall withhold) the number of Units issuable in respect of the Options having an aggregate Fair Market Value as of the date of the withholding equal to the contrary, certificates for shares amount of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, state, local or foreign taxes payable as a result of the vesting or other tax exercise of the Options in whole or in part; provided, however, that the value of the Units withheld may not exceed the statutory minimum withholding obligations with respect to amount required by law or such additional amount (as permitted by law) elected by Optionee. The value of any Units withheld by the shares of Restricted Stock that have vested (Partnership shall be paid by the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose Partnership to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the GranteeOptionee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amounttax liabilities. For purposes of this Agreement, Fair Market Value means, with respect to a Unit for any purpose on a particular date, (A) if Units are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and listed for trading on a national exchange or market, the average, for the 30-day period preceding sentencesuch date, each share of Restricted Stock shall be deemed to have a value equal to of: (i) the average closing price of a share of quoted on the Common New York Stock Exchange, the American Stock Exchange, or the Nasdaq National Market, as applicable; (ii) the last sale price quoted on the Nasdaq Global SmallCap Market; (iii) the average of the high bid and low asked prices on the Nasdaq OTC Bulletin Board Service or by the National Quotation Bureau, Inc.; or (iv) if Units are not quoted by any of the above, the average of the closing bid and asked prices on the relevant date furnished by a professional market maker for the Units, and (B) if there are not any quoted bid and asked prices, the value as determined in good faith by the Board of Directors of the General Partner (the "Board"), provided, however, that for purposes of calculating Optionee's taxable income upon exercise of the Options under the circumstances set forth in clause (A) above, Fair Market (Value shall mean the closing price or such other U.S. the last sale price quoted on the principal exchange or market on which the Common Stock is then primarily Units are listed or traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory note.

Tax Withholding. Notwithstanding anything herein Regardless of any action the Corporation or your Employer take with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Corporation and your Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PSUs, including the grant of the PSUs, the vesting of the PSUs, the subsequent sale of any shares of Common Stock acquired pursuant to the contraryPSUs and the receipt of any dividends or dividend equivalents (including any PSUs resulting from dividend equivalents), certificates and (b) do not commit to structure the terms of the grant or any aspect of the PSUs to reduce or eliminate your liability for Tax-Related Items. Further, if you are or become subject to taxation in more than one country you acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one country. Prior to the delivery of shares of Restricted Common Stock upon the vesting of your PSUs, if your country of residence (and/or the country of employment, if different) requires withholding of Tax-Related Items, the Corporation shall be authorized to withhold a sufficient number of whole shares of Common Stock otherwise issuable upon the vesting of the PSUs that have vested shall not an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations withheld with respect to the shares of Restricted Common Stock. In cases where the Fair Market Value of the number of whole shares of Common Stock that have vested (withheld is greater than the “Tax Amount”) (unless other arrangements acceptable Tax-Related Items required to be withheld, the Corporation shall make a cash payment to you equal to the Company in its sole discretion have been made)difference as soon as administratively practicable. Notwithstanding anything herein The cash equivalent of the shares of Common Stock withheld will be used to settle the contrary, in obligation to withhold the Tax-Related Items. In the event that a Grantee has not satisfied withholding in shares of Common Stock is prohibited or problematic under Applicable Laws or otherwise may trigger adverse consequences to the conditions outlined in Corporation or your Employer, your Employer is authorized to withhold the immediately preceding sentence within twenty (20) days after Tax-Related Items required to be withheld with respect to the shares of Restricted Common Stock in cash from your regular salary and/or wages or any other amounts payable to you. In the event the withholding requirements are not satisfied through the withholding of shares of Common Stock by the Corporation or through your regular salary and/or wages or other amounts payable to you by your Employer, no shares of Common Stock will be issued to you (or your estate) upon vesting of the PSUs unless and until satisfactory arrangements have vested, been made by you with respect to the Company may (but shall not be required to)payment of any Tax-Related Items that the Corporation or your Employer determines, in its sole discretion, at any time by notice must be withheld or collected with respect to such PSUs. By accepting this grant of PSUs, you expressly consent to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number withholding of shares of Restricted Common Stock that and/or withholding from your regular salary and/or wages or other amounts payable to you as provided for hereunder. All other Tax-Related Items related to the PSUs and any shares of Common Stock delivered in payment thereof are your sole responsibility. Depending on the withholding method, the Corporation or your Employer may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable withholding rates, including maximum applicable rates in your jurisdiction(s), in which case you may receive a refund of any over-withheld amount in cash and will have vested with an aggregate value equal no entitlement to 150% the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of the Tax Amount. For purposes of the preceding sentenceCommon Stock, each share of Restricted Stock you shall be deemed to have a value equal to been issued the average closing price full number of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by subject to the Granteevested PSUs, or in installments (together with interest) evidenced by notwithstanding that a number of the Grantee’s secured promissory noteshares of Common Stock are held back solely for the purpose of paying the Tax-Related Items.

Tax Withholding. Notwithstanding anything herein The Company shall have the right, prior to the contrary, certificates for issuance of any shares of Restricted Stock that have vested shall not be delivered upon full or partial exercise of the Option (whether by the Optionee or any person entitled to do so), to require the Optionee to remit to the Grantee unless Company any and until all amounts sufficient to satisfy any withholding or other taxes that may be due as a result of the Grantee has delivered Option exercise. At the time of such exercise, the Optionee shall pay in cash to the Executive Vice President, Human Resources of Company any amount that the Company may reasonably determine to be necessary to satisfy such withholding or other tax obligation. The Company may permit the Optionee to satisfy, in whole or in part, such obligation to remit withholding or other taxes, (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary a) by directing the Company to enable it withhold sharers of Stock that would otherwise be received by the Optionee, (b) by delivering to the Company shares of Stock already owned by the Optionee and not then subject to any repurchase, forfeiture, unfulfilled vesting, or similar requirements, in each case pursuant to such rules as the Committee may establish from time to time, or (c) by permitting or requiring the Optionee to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby the Optionee irrevocably elects to sell a portion of the shares of Stock to be delivered in connection with the exercise to satisfy withholding obligations and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding obligations directly to the Company or any Affiliate in each case pursuant to such rules as the Committee may establish from time to time. The Company shall also have the right to deduct from all cash payments made pursuant to, or in connection with, the Option, the federal, state, or local taxes required to be withheld with respect to such payments. The maximum number of shares of Stock that may be withheld from the Option to satisfy any federal, foreign state, or other local tax withholding obligations with respect to requirements upon the shares exercise of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has Option may not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that exceed such number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have having a value Fair Market Value equal to the average closing price minimum statutory amount required by the Company to be withheld and paid to any such federal, state, or local taxing authority with respect to such exercise; provided, however, for so long as Accounting Standards Update 2016-09 or a similar rule remains in effect, the Committee has full discretion to choose, or to allow the Optionee to elect, to withhold a number of a share shares of Stock having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding obligation (but such withholding may in no event be in excess of the Common Stock on maximum required statutory withholding obligation in the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of Optionee’s relevant tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notejurisdiction).

Tax Withholding. Notwithstanding anything herein Pursuant to such procedures as the Administrator may specify from time to time, the applicable Service Recipient(s) will withhold the amount required to be withheld for the payment of Tax Obligations (the “Withholding Obligations”). The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Withholding Obligations, in whole or in part (without limitation), if permissible by applicable local law, by: (i) paying cash, (ii) having the Company withhold otherwise deliverable Shares having a fair market value equal to the contrary, certificates minimum amount that is necessary to meet the withholding requirement for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company such Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Participant’s wages or other executive officer cash compensation paid to Participant by the applicable Service Recipient(s), (iv) delivering to the Company Shares that Participant owns and that already have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), or (v) selling a sufficient number of such Shares otherwise deliverable to Participant, through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Withholding Obligations (or such greater amount as Participant may elect or the Company may require, if permitted by the Administrator and if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”). If the Withholding Obligations are satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares exercised under the Option, notwithstanding that a number of Shares are held back solely for purposes of paying the Withholding Obligations. To the extent determined appropriate by the Administrator in its discretion, the Administrator will have the right (but not the obligation) to satisfy any Withholding Obligations by Net Share Withholding. If Net Share Withholding is the method by which such Withholding Obligations are satisfied, the Company will not withhold on a fractional Share basis to satisfy any portion of the Withholding Obligations and, unless the Company performing determines otherwise, no refund will be made to Participant for the value of the portion of a similar function), at its corporate headquarters in New York, New York, cash paymentShare, if any, deemed necessary withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Participant agrees that as part of the Company Sell to enable it Cover, additional Shares may be sold to satisfy any federal, foreign associated broker or other tax withholding obligations fees. Only whole Shares will be sold pursuant to a Sell to Cover. Any proceeds from the sale of Shares pursuant to a Sell to Cover that are in excess of the Withholding Obligations and any associated broker or other fees will be paid to Participant in accordance with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, procedures the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may specify from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notetime.

Tax Withholding. Notwithstanding anything herein As a condition to exercising this Option in whole or in part, the Holder shall pay, or make provisions satisfactory to the contraryCompany for payment of, certificates any income tax, social tax, payroll tax and other taxes required to be withheld in connection with such exercise. Payment for such taxes may be in any of the forms of payment specified above in Section 3, provided that if such payment is in the form of shares of Restricted Common Stock that have vested withheld from exercise or delivered (actually or constructively) by the Holder, the Fair Market Value of such shares shall not be delivered exceed the sums necessary to pay the tax withholding based on the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income (but rounding up to the Grantee nearest whole number of shares). The Company may, in its discretion, withhold any amount necessary to pay the applicable taxes from the Holder’s regular salary/wages or any other amounts payable to the Holder, with no withholding of shares of Common Stock, or may require the Holder to submit payment equivalent to the minimum taxes required to be withheld by means of certified check, cashier’s check or wire transfer. In the event the withholding requirements for applicable taxes are not satisfied, no shares of Common Stock will be issued to the Holder (or the Holder’s estate) upon exercise of the Option unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company satisfactory arrangements (or such other executive officer of the Company performing a similar function), at as determined by Mattel in its corporate headquarters in New York, New York, cash payment, if any, deemed necessary sole discretion) have been made by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations Holder with respect to the shares payment of Restricted Stock that have vested (applicable taxes. Further, if the “Tax Amount”) (unless other arrangements acceptable Holder becomes subject to taxation in more than one country between the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to Grant Date and including the date of vesting. The Company may from time to time change any relevant taxable or tax withholding event, as applicable, the Holder acknowledges that Mattel and/or his or her employer (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Granteeformer employer, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretionas applicable) may permit all be required to withhold or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or account for taxes in installments (together with interest) evidenced by the Grantee’s secured promissory note.more than one country

Tax Withholding. Notwithstanding anything herein to You understand that you (and not the contraryCompany) shall be responsible for your own federal, certificates for shares state, local, or foreign tax liability and any of Restricted Stock your other tax consequences that have vested shall may arise as a result of this Award, and that you should rely solely on the determinations of your tax advisors or your own determinations, and not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (on any statements or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary representations by the Company or any of its agents with regard to enable it all tax matters. To the extent that the receipt or vesting of this Award, the disposition of any Shares acquired under this Award, or the payment of any dividends on the Restricted Shares results in income to satisfy any you for federal, foreign state, local, foreign, or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedpurposes, the Company may deduct (but shall or require an Affiliate to deduct) from any payments of any kind otherwise due to you to satisfy such tax or other withholding obligations. Alternatively, the Company or its Affiliate may require you to pay to the Company or its Affiliate, in cash, promptly on demand, or make other arrangements satisfactory to the Company or its Affiliate regarding the payment of the withholding amount. At the Administrator’s discretion, you may be able to satisfy all or a portion of the withholding obligations arising in connection with this Award by electing to (i) have the Company or its Affiliate withhold Shares otherwise due to you upon settlement of this Award, (ii) tender back Shares received upon vesting of this Award, or (iii) deliver other previously owned Shares, in each case having a Fair Market Value equal to the amount to be withheld; provided that the amount to be withheld may not exceed the maximum statutory tax rate associated with the transaction. If an election is provided, the election must be required to)made on or before the date as of which the amount of tax to be withheld is determined and otherwise as the Administrator requires. In any case, the Company and its Affiliates may defer removing the restrictions on your Restricted Shares until such withholding obligations are paid. Electronic Communications: The Company may, in its sole discretion, at decide to deliver any time by notice documents related to the Grantee, choose to satisfy the conditions outlined current or future participation in the immediately preceding sentence Plan by unilaterally revoking the Grantee’s right electronic means. By accepting this Award, you hereby consent to receive that number of shares of Restricted Stock that have vested with such documents by electronic delivery, and agree to participate in the Plan through an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (on-line or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to electronic system established and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound maintained by the method (Company or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned a third-party designated by the Grantee, or in installments (together with interest) evidenced by Company. You also agree that all on-line acknowledgements shall have the Grantee’s secured promissory notesame force and effect as a written signature.

Tax Withholding. Notwithstanding anything herein Subject to the contrarybelow provisions of this Section 2.13, certificates for shares Seller, Purchaser and each of Restricted Stock their respective Affiliates shall be entitled to deduct and withhold from any amounts otherwise payable under this Agreement, such amounts as are required to be deducted and withheld with respect to such payment under any applicable Tax Law. In the event that have vested Purchaser reasonably determines that any portion of the Purchase Price is or would reasonably be expected to be subject to withholding under applicable Tax Law (other than Section 1445 of the Code and the Treasury Regulations promulgated thereunder), Purchaser shall not be delivered promptly notify Seller of such determination in writing, but in no event less than thirty (30) days prior to the Grantee unless and until Closing Date. During the Grantee has delivered to ten (10) day period following the Executive Vice President, Human Resources delivery of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash paymentnotice, if any, deemed necessary by Seller shall review such notice and shall advise Purchaser in writing of any disagreement. Seller and Purchaser shall endeavor in good faith to resolve any such disagreement. If Seller and Purchaser cannot resolve any such disagreement within (10) days following the Company delivery of Seller’s notice of disagreement, Seller shall have the opportunity to enable it deliver to satisfy Purchaser a written opinion of a nationally recognized tax counsel or adviser in the relevant jurisdiction upon which Purchaser or an applicable Affiliate of Purchaser may rely under applicable Law, in form and substance reasonably satisfactory to Purchaser, to the effect that, at a “more likely than not” confidence level (or such higher confidence level as may be required to avoid the imposition of penalties on a taxpayer in the relevant jurisdiction), no such proposed withholding is required. If such opinion is delivered to the Purchaser at least two (2) days prior to the Closing Date, none of Purchaser or any federal, foreign of its Affiliates shall deduct or withhold any amounts from such portion of the Purchase Price (other tax withholding obligations than any amounts required to be deducted or withheld under Section 1445 of the Code and the Treasury Regulations promulgated thereunder with respect to a payment to a Seller Entity that fails to comply with its obligations under Section 2.8(b)(vi)). To the shares of Restricted Stock extent that have vested (the “Tax Amount”) (unless other arrangements acceptable amounts are deducted, withheld and remitted to the Company appropriate Taxing Authority in its sole discretion have compliance with the above provisions of this Section 2.13, such deducted, withheld and remitted amounts shall be treated for all purposes of this Agreement as having been made). Notwithstanding anything herein paid to the contrary, relevant Person in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares respect of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% which such deduction and withholding was made. Each of the Tax Amount. For purposes parties agrees to use its reasonable best efforts to mitigate the imposition of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax any withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteTaxes.

Tax Withholding. Notwithstanding anything herein Each Member hereby authorizes the Company to withhold from or pay on behalf of or with respect to such Member any amount of federal, state, local or foreign taxes that the contraryManager determines in good faith that the Company is required to withhold or pay with respect to (i) any amount distributable or allocable to such Member pursuant to this Agreement, certificates for shares of Restricted Stock that have vested shall not be delivered to and (ii) any “imputed underpayment” within the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources meaning of the New Partnership Audit Procedures attributable to such Member and paid by the Company (or such other executive officer as a result of an adjustment with respect to any item of the Company performing Company, including any interest or penalties with respect to any such adjustment (collectively, an “Imputed Underpayment Amount”). Any Imputed Underpayment Amount that the Manager cannot attribute to a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary Member shall be treated as an expense of the Company. Any amount paid on behalf of or with respect to a Member shall constitute a loan by the Company to enable it to satisfy any federalsuch Member, foreign or other tax withholding obligations with respect which loan shall be repaid by such Member within fifteen (15) days after notice from the Manager that such payment must be made unless (A) the Company withholds such payment from a distribution that would otherwise be made to the shares Member, or (B) the Manager determines that such payment may be satisfied out of Restricted Stock the Cash Flow of the Company that have vested would, but for such payment, be distributed to the Member. Each Member hereby unconditionally and irrevocably grants to the Company a security interest in such Member’s Membership Interest to secure such Member’s obligation to pay to the Company any amounts required to be paid pursuant to this Section 5.02. The Manager is authorized to issue certificates evidencing the Members’ respective Interests (the “Tax AmountLLC Certificates”) (unless other arrangements acceptable and is further authorized to retain possession and control of any LLC Certificate evidencing the Interest of any Member receiving a loan pursuant to this Section 5.02. If a Member fails to pay any amounts owed to the Company in its sole discretion have been made). Notwithstanding anything herein pursuant to this Section 5.02 when due, then each other Member may elect to make the payment to the contraryCompany on behalf of such defaulting Member, and in the such event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal loaned such amount to the average closing price of a share such defaulting Member and shall succeed to all rights and remedies of the Common Stock Company as against such defaulting Member (including, without limitation, the right to receive distributions). Any amounts payable by a Member hereunder shall bear interest at the base rate on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory note.corporate loans at large United States money center commercial

Tax Withholding. Notwithstanding anything herein The Company shall have the right to deduct from any compensation due the contraryGrantee from the Company any federal, certificates for shares state, local or foreign taxes required by law to be withheld in connection with the issuance of Shares or vesting of any Restricted Stock Unit pursuant to this Agreement provided that have vested the amount withheld shall not be delivered exceed the legally required minimum withholding. To the extent that the amounts payable to the Grantee unless and until are insufficient for such withholding, it shall be a condition to the issuance of Shares or vesting of the Restricted Stock Units, as the case may be, that the Grantee has delivered to the Executive Vice President, Human Resources of the Company (shall pay such taxes or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock make provisions that have vested (the “Tax Amount”) (unless other arrangements acceptable are satisfactory to the Company for the payment thereof. The Company shall retain Shares otherwise deliverable on the Settlement Date in its sole discretion have been made)an amount sufficient to satisfy the amount of tax required to be withheld provided that such amounts shall not exceed the statutorily required minimum withholding. Notwithstanding anything herein The determination of the number of Shares retained for this purpose shall be based on the Fair Market Value of the Shares on the Settlement Date. In the event that the retention of Shares to satisfy withholding taxes would otherwise result in the delivery of a fractional Share, the Company will round down to the contrarynext whole Share and apply the value of the fractional Share to the recipient's tax obligations or, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedalternative, the Company may (but make such other arrangements to avoid the issuance of a fractional Share as may be permitted by law. No Shares shall not be required to), in its sole discretion, at any time by notice transferred to the GranteeGrantee hereunder until such time as all applicable withholding taxes have been satisfied. Under the Code, choose to satisfy employment tax withholding shall be calculated based on the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% Fair Market Value of the Tax Amount. For purposes Shares on the applicable Vesting Date and income tax withholding shall be calculated based on the Fair Market Value of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock Shares on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingSettlement Date. The Company may from time to time change (or provide alternatives to) the method of will not retain Shares as described herein unless tax withholding on applies under the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part laws of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notelocal jurisdiction.

Tax Withholding. Notwithstanding anything herein (a) Upon the disposition by a Participant or other person of shares of Common Stock acquired pursuant to the contraryexercise of an Option, certificates for shares the exercise of a Stock Appreciation Right, the vesting of a Restricted Stock that have vested shall not be delivered to Award, or the Grantee unless and until the Grantee has delivered to the Executive Vice Presidentpayment of a Performance Share Award, Human Resources of the Company shall have the right to (i) require such Participant or such other executive officer person to pay by cash, or certified or cashiers check payable to the Company, the amount of any taxes which the Company performing may be required to withhold with respect to such transactions or (ii) deduct from amounts paid in cash the amount of any taxes which the Company may be required to withhold with respect to such cash amounts. The above notwithstanding, in any case where a similar function)tax is required to be withheld in connection with the issuance or transfer of shares of Common Stock under this Plan, at its corporate headquarters in New Yorkthe Participant may elect, New Yorkpursuant to such rules as the Committee may establish, cash payment, if any, deemed necessary to have the Company reduce the number of such shares issued or transferred by the Company appropriate number of shares to enable it accomplish such withholding; provided, that notwithstanding any other provision of this Plan, the number of shares of Common Stock which may be withheld upon the exercise or vesting of any Award under the Plan, or which may be repurchased from the Participant within six months after such shares were acquired by the Participant from the Company, in order to satisfy any federal, foreign or other the Participant's federal and state income and payroll tax withholding obligations liabilities with respect to the shares exercise or vesting of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable Award shall be limited to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to which have a value Fair Market Value equal to the average closing price aggregate amount of a share of the Common Stock such liabilities based on the Nasdaq Global Market (or minimum statutory withholding rates for federal and state income tax and payroll tax purposes that are applicable to such other U.S. exchange or market on which the Common Stock is then primarily traded) supplemental taxable income. The Committee also may impose such conditions on the five (5) trading days up payment of any withholding obligations as may be required to and including satisfy applicable regulatory requirements, including, without limitation, Rule 16b-3 promulgated by the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice Commission pursuant to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteExchange Act.

Tax Withholding. Notwithstanding anything herein any other provision of this Agreement: (a) The Company and its Subsidiaries have the authority to deduct or withhold, or require Participant to remit to the contraryCompany or the applicable Subsidiary, certificates for shares an amount sufficient to satisfy any applicable federal, state, local and foreign taxes (including income tax, employees’ (and at the discretion of Restricted Stock that have vested shall not the Company, employer’s) National Insurance contributions, social security contributions and the employee portion of any FICA obligation, or any equivalent taxes in any jurisdiction) required by law to be delivered withheld, paid or otherwise arising with respect to any taxable event arising pursuant to this Agreement, including the grant, vesting or exercise of the SARs, the settlement of the SARs on exercise in either Shares or cash and the sale of any of the Shares (any a “Tax Liability”). The Company and its Subsidiaries may withhold or Participant may make such payment in one or more of the forms specified below: (i) by cash or check made payable to the Grantee unless and until Company or the Grantee has delivered Subsidiary with respect to which the Executive Vice President, Human Resources withholding obligation arises; (ii) by the deduction of the Company such amount from other compensation payable to Participant; (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary iii) by the Company to enable it to satisfy any federalwithholding a net number of Shares issuable upon the exercise of the SARs having a then current Fair Market Value or, foreign or other tax withholding obligations if the SARs are settled in cash, an amount of the cash payment made with respect to the shares SARs, in each case not exceeding the amount necessary to satisfy the Tax Liability based on the minimum applicable statutory rates for such Tax Liability or such other rate as does not result in adverse accounting consequences for the Company; (iv) with the consent of Restricted Stock the Administrator, by tendering to the Company Shares having a then current Fair Market Value not exceeding the amount necessary to satisfy the Tax Liability based on the minimum applicable statutory rates for such Tax Liability or such other rate as does not result in adverse accounting consequences for the Company; (v) if the Administrator determines to settle the SARs in Shares, through the delivery of a notice that have vested (the “Tax Amount”) (unless other arrangements Participant has placed a market sell order with a broker acceptable to the Company in its sole discretion have with respect to any Shares then issuable to Participant upon exercise of the SARs, and that the broker has been made). Notwithstanding anything herein directed to pay a sufficient portion of the net proceeds of the sale to the contraryCompany or the Subsidiary with respect to which the Tax Liability arises in satisfaction of such Tax Liability; provided that payment of such proceeds is then made to the Company or the applicable Subsidiary at such time as may be required by the Administrator, but in any event not later than the settlement of such sale; or (vi) in any combination of the foregoing. A-4 (b) The Company shall not be obligated to deliver any cash or any certificate representing Shares issuable with respect to the exercise of the SARs to, or to cause any such Shares to be held in book-entry form by, Participant or his or her legal representative unless and until Participant or his or her legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, local and foreign taxes applicable with respect to the taxable income of Participant resulting from the exercise of the SARs or any other taxable event related to the SARs; provided, however, that no payment shall be delayed under this Section 4.5(b) if such delay would result in a violation of Section 409A. (c) With respect to any Tax Liability arising in connection with the SARs, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares Participant fails to provide timely payment of Restricted Stock have vestedall sums required pursuant to Section 4.5(a), the Company shall have the right and option, but not the obligation, to treat such failure as an election by Participant to satisfy all or any portion of Participant’s required payment obligation pursuant to Section 4.5(a)(ii) or Section 4.5(a)(iii) above, or any combination of the foregoing as the Company may determine to be appropriate. (but shall not d) In the event any Tax Liability arising in connection with the SARs will be required tosatisfied under Section 4.5(a)(iii), in its sole discretion, at then the Company may elect to instruct any time by notice brokerage firm determined acceptable to the Grantee, choose Company for such purpose to sell on Participant’s behalf a whole number of shares from those Shares then issuable upon the exercise of the SARs as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the conditions outlined Tax Liability and to remit the proceeds of such sale to the Company or the Subsidiary. Participant’s acceptance of this Award constitutes Participant’s instruction and authorization to the Company and such brokerage firm to complete the transactions described in this Section 4.5(d). In the event of any such broker-assisted sale of Shares: (a) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation arises, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other participants in the Sub-Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable Tax Liability, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable Tax Liability; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable Tax Liability, Participant agrees to pay immediately preceding sentence by unilaterally revoking upon demand to the Grantee’s right Company or the Subsidiary an amount in cash sufficient to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% satisfy any remaining portion of the Tax AmountLiability. For purposes (e) Participant is ultimately liable and responsible for and indemnifies the Company and each Subsidiary against all Tax Liability arising in connection with the SARs, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the SARs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any Tax Liability in connection with the awarding, vesting or A-5 exercise of the preceding sentence, each share SARs or the subsequent sale of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingShares. The Company may from time and the Subsidiaries do not commit and are under no obligation to time change (structure the SARs to reduce or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in eliminate any such noticeTax Liability. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory note.Section 4.6

Tax Withholding. Notwithstanding anything herein (a) On each vesting date, and on or before the time Participant receives a distribution of the shares underlying the RSUs, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, Participant hereby authorizes any required withholding from the shares issuable to Participant and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the contraryfederal, certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless state, local and until the Grantee has delivered to the Executive Vice President, Human Resources foreign tax withholding obligations of the Company or any parent or subsidiary that arise in connection with Participant’s RSU (or such other executive officer the “Withholding Taxes”). Specifically, pursuant to Section 3.2(b), Participant has agreed to a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby Participant has irrevocably agreed to sell a portion of the shares to be delivered in connection with Participant’s RSUs to satisfy the Withholding Taxes and whereby the FINRA Dealer committed to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company performing a similar function)and/or its parents or subsidiaries. If, for any reason, such “same day sale” commitment pursuant to Section 3.2(b) does not result in sufficient proceeds to satisfy the Withholding Taxes or would be prohibited by Applicable Laws at the applicable time, Participant hereby authorizes the Company and/or the relevant parent or Subsidiary, or their respective agents, at its corporate headquarters in New Yorktheir discretion, New York, cash payment, if any, deemed necessary to satisfy the obligations with regard to all Withholding Taxes by one or a combination of the following: (i) withholding from any compensation otherwise payable to Participant by the Company or any parent or Subsidiary; (ii) causing Participant to enable it tender a cash payment (which may be in the form of a check, electronic wire transfer or other method permitted by the Company); or (iii) withholding shares from the shares issued or otherwise issuable to Participant in connection with Participant’s RSUs with a Fair Market Value (measured as of the date shares are issued to Participant) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares so withheld will not exceed the amount necessary to satisfy any federal, foreign or other the Company’s required tax withholding obligations with respect using the minimum statutory withholding rates for federal, state, local and, if applicable, foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and, provided, further, that to the shares extent necessary to qualify for an exemption from application of Restricted Stock that have vested (Section 16(b) of the “Tax Amount”) (unless other arrangements acceptable Exchange Act, if applicable, such share withholding procedure will be subject to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% prior approval of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the GranteeCompany’s secured promissory noteCompensation Committee.

Tax Withholding. Notwithstanding anything herein Recipient acknowledges that, on the Payment Date when the Performance Shares are issued or otherwise delivered to Recipient, the Value (as defined below) on that date of the Performance Shares (as well as the amount of the Dividend Equivalent Cash Award) will be treated as ordinary compensation income for federal and state income and FICA tax purposes, and that the Employer will be required to withhold taxes on these income amounts. 8 To satisfy the required withholding amount, the Employer shall first withhold all or part of the Dividend Equivalent Cash Award, and if that is insufficient, the Employer shall withhold the number of Performance Shares having a Value equal to the contraryremaining withholding amount. For purposes of this Section 6, certificates for shares the “Value” of Restricted Stock that have vested a Performance Share shall not be delivered equal to the Grantee unless and until closing market price for Company Common Stock on the Grantee has delivered last trading day preceding the date on which the Share is treated for federal income tax purposes as transferred to Recipient. Notwithstanding the foregoing, Recipient may elect not to have Performance Shares withheld to cover taxes by giving notice to the Executive Vice PresidentCompany in writing prior to the Payment Date, Human Resources in which case the Performance Shares shall be issued or acquired in the Recipient’s name on the Payment Date thereby triggering the tax consequences, but the Company shall retain the certificate for the Performance Shares as security until Recipient shall have paid to the Company in cash any required tax withholding not covered by withholding of the Company (or such other executive officer of Dividend Equivalent Cash Award. If the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company Employer is required to enable it to satisfy any federal, foreign or other tax withholding obligations withhold FICA taxes with respect to the Performance Shares prior to the time the shares underlying the Performance Shares otherwise become payable, Recipient shall, immediately upon notification of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable amount due, pay to the Company in its sole discretion have been made)cash or by check amounts necessary to satisfy applicable FICA withholding requirements. Notwithstanding anything herein If Recipient fails to pay the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedamount demanded, the Company may (but shall not be required to)withhold that amount from other amounts payable to Recipient, including salary, subject to applicable law. Alternatively, the Employer may, in its sole discretion, at any time by notice to the Grantee, choose to satisfy treat the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right FICA withholding as a loan to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock Recipient on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound terms determined by the method (or alternatives) specified in any such notice. The Company (in its sole Employer and absolute discretion) may permit all or part of the Tax Amount communicated to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteRecipient.

Tax Withholding. Notwithstanding anything herein to The Participant is responsible for payment or satisfaction of any federal, state, local and other taxes which must be paid or withheld in connection with this Award and the contraryvesting of Shares hereunder, certificates for shares and no certificate representing the Shares of Restricted Stock that have vested shall not may be delivered released from the escrow established pursuant to the Grantee Section 2, unless and until the Grantee has delivered such satisfactory arrangements shall have been made. The Company and its subsidiaries are authorized to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company deduct from any payment owed to enable it Participant any taxes required to satisfy any federal, foreign or other tax withholding obligations be withheld with respect to the shares grant and/or vesting of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable Shares in an amount equal to the maximum statutory rate for each applicable jurisdiction. If the Participant is subject to Section 16 of the Exchange Act at the time the tax withholding obligation becomes due, the Administrator will satisfy any tax withholding obligation by directing the Company in its sole discretion to withhold a number of whole Shares from those that Participant would otherwise have been made). Notwithstanding anything herein received upon the vesting of the Award having a Fair Market Value (determined as of the date on which the withholding obligation arises) equal to the contrarymaximum statutory tax withholding rate for each applicable jurisdiction (with any shortfall in withholding due to fractional shares to be paid in cash by Participant), in unless otherwise agreed by the event that a Grantee has Administrator and the Participant. If the Participant is not satisfied subject to Section 16 of the conditions outlined in Exchange Act at the immediately preceding sentence within twenty (20) days after time the shares of Restricted Stock have vestedtax withholding obligation becomes due, the Company Administrator may (but shall not be required to), decide in its sole discretion, at any the time by notice such tax withholding obligation arises, to allow the Grantee, choose Participant to satisfy any tax withholding obligation by directing the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right Company to receive that withhold a number of shares of Restricted Stock whole Shares from those that Participant would otherwise have vested with an aggregate value equal to 150% received upon the vesting of the Tax Amount. For purposes Award having a Fair Market Value (determined as of the preceding sentence, each share of Restricted Stock shall be deemed to have a value date on which the withholding obligation arises) equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of maximum statutory tax withholding on the Restricted Stock granted hereunder by notice rate for each applicable jurisdiction (with any shortfall in withholding due to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount fractional shares to be paid with shares of Common Stock owned in cash by Participant), unless otherwise agreed by the Grantee, or in installments (together with interest) evidenced by Administrator and the Grantee’s secured promissory noteParticipant.

Tax Withholding. Notwithstanding anything herein any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to the contraryParticipant, certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company satisfactory arrangements (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary as determined by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations Administrator) will have been made by Participant with respect to the shares payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock that have vested Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Tax AmountEmployer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (unless other arrangements acceptable without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its sole discretion discretion, it will have been made)the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such tax withholding obligations are satisfied. Notwithstanding anything herein If Participant fails to make satisfactory arrangements for the contrary, in payment of any required tax withholding obligations hereunder at the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of time any applicable Restricted Stock have vestedUnits otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, the Company may (but shall not be required to), in its sole discretion, at Participant will permanently forfeit such Restricted Stock Units and any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to Shares thereunder and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice Units will be returned to the Grantee, it being understood that from and after such notice Company at no cost to the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteCompany.

Tax Withholding. Notwithstanding anything herein Buyer shall not deduct or withhold any Taxes from any amounts payable pursuant to this Agreement unless such deduction or withholding of Taxes is required under applicable Law. In the event any applicable Law requires the deduction or withholding of any Tax from any such payments, then, in accordance with this Section 3.08, Buyer shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the contrary, certificates for shares of Restricted Stock that have vested relevant Taxing Authority in accordance with applicable Law. Buyer shall not be delivered use good faith efforts to notify the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), Seller at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the least five (5) trading days up Business Days prior to Closing of any deduction or withholding that it reasonably believes may be required to be made by it pursuant to this Section 3.08, and including shall consider in good faith any claim by the date of vesting. The Company may Seller that, and shall reasonably cooperate with Seller to determine if, such deduction or withholding is not required under applicable Law, and GE will (i) provide any information and documentation requested by Buyer that is reasonably necessary to demonstrate or evidence an exemption from time to time change (or provide alternatives toreduction in) any such deduction or withholding, and (ii) reasonably cooperate with the method completion or filing of any withholding or similar tax withholding certificate that can be completed or filed to demonstrate an exemption from (or reduction in), or to determine the amount of, any such deduction or withholding; provided that if the Parties are unable to agree on such amount within five (5) Business Days or such longer period as reasonably agreed to by the Restricted Stock granted hereunder by notice Parties, Seller shall have the opportunity, at Seller’s expense, to deliver to Buyer within five (5) Business Days a should-level opinion of a law firm or accounting firm, reasonably satisfactory to Buyer in form and substance and upon which Buyer can rely, to the Granteeeffect that such withholding should not be required under the relevant Law and (i) if such opinion is provided and determined by Buyer to be reasonably satisfactory in form and substance to Buyer, it being understood that Buyer shall not deduct or withhold from the applicable payment under such Law, and, if the applicable payment has already been made to a Seller Party (for the avoidance of doubt, less the disputed amount), Buyer shall pay the disputed amount to the Seller Party, and after (ii) in the absence of such notice an opinion, Buyer shall be entitled to deduct and withhold from the Grantee will applicable payment in accordance with such Law (and Seller shall be bound by responsible for any late payment penalties and interest resulting from the method (failure of Seller to provide such an opinion or alternatives) specified in from the failure to timely pay over any such notice. The Company (in its sole and absolute discretion) may permit all deduction or part withholding to the applicable governmental authority as a result of the Tax Amount provisions of this Section 3.08 (for the avoidance of doubt, except to the extent that such late payment penalties and interest result from Buyer’s gross negligence or willful misconduct)). To the extent that amounts are so deducted and withheld in accordance with this Section 3.08 and remitted to the appropriate Taxing Authority, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid with shares of Common Stock owned by to the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteapplicable Seller Party.

Tax Withholding. Notwithstanding anything herein All payments or grants made pursuant to this Award Agreement shall be subject to withholding of all applicable taxes for federal, state, local and other tax purposes, including any employment taxes resulting from the lapsing of the restrictions (the “Tax Obligations”). In the event that Company requests Grantee to do so, Xxxxxxx hereby agrees that Grantee will promptly satisfy the Tax Obligations resulting from the lapsing of the restrictions by authorizing, and Grantee hereby authorizes, the Company to withhold from the Shares becoming unrestricted as a result of the lapsing of the restrictions in accordance herewith, a number of Shares having a Fair Market Value less than or equal to the contraryTax Obligations. To the extent that the number of Shares tendered by Grantee pursuant to this Section 9 is insufficient to satisfy the Tax Obligations, Grantee hereby authorizes the Company to deduct from Xxxxxxx’s compensation the additional amount necessary to fully satisfy the Tax Obligations. If the Company chooses not to deduct such amount from Xxxxxxx’s compensation, Xxxxxxx agrees to pay promptly the Company, in cash or by check acceptable to the Company, the additional amount necessary to satisfy fully the Tax Obligations. Xxxxxxx agrees to take any further actions and execute any additional documents as may be necessary to effectuate the provisions of this Section 9. No certificates for shares of Restricted Stock that have vested representing the unrestricted Shares shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding satisfied Grantee’s obligations with respect to the shares full amount of Restricted Stock that have vested (all applicable tax withholding resulting from the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% payment of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteShare earned.

Tax Withholding. Notwithstanding anything herein The Company or any Affiliate shall be entitled to deduct from other compensation payable to each Holder any sums required by federal, state, or local tax law to be withheld with respect to the contrarygrant or exercise of an Option, certificates or lapse of restrictions on Restricted Stock. In the alternative, the Company may require the Holder of an Award to pay such sums for taxes directly to the Company or any Affiliate in cash or by check within ten days after the date of exercise or lapse of restrictions. In the discretion of the Committee, a Holder may use shares of Stock received by the Holder upon the exercise of a Nonqualified Option to satisfy any required tax withholding obligations of the Company or an Affiliate that result from the exercise. The Committee may, in its discretion, permit a Holder to satisfy any tax withholding obligations arising upon the vesting of Restricted Stock by delivering to the Holder of the Restricted Stock Award a reduced number of shares of Stock in the manner specified herein. If permitted by the Committee and acceptable to the Holder, at the time of vesting of shares of Restricted Stock, the Company shall (i) calculate the amount of withholding tax due on the assumption that all such vested shares of Restricted Stock are made available for delivery, (ii) reduce the number of such shares made available for delivery so that have vested shall not be delivered the Fair Market Value of the shares withheld on the vesting date approximates the amount of tax the Company is obliged to withhold and (iii) in lieu of the withheld shares, remit cash to the Grantee unless United States Treasury and until other applicable governmental authorities, on behalf of the Grantee has delivered Holder, in the amount of the withholding tax due. The Company shall withhold only whole shares of Stock to satisfy its withholding obligation. Where the Fair Market Value of the withheld shares does not equal the Company’s withholding tax obligation, the Company shall withhold shares with a Fair Market Value slightly in excess of the amount of its withholding obligation and shall remit the excess cash to the Executive Vice President, Human Resources Holder of the Company (or such other executive officer Restricted Stock Award with the shares of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the Stock made available for delivery. The withheld shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to not made available for delivery by the Company in its sole discretion have been made). Notwithstanding anything herein to the contraryshall be retained as treasury stock or will be cancelled and, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedeither case, the Company may (but shall not be required to)Holder’s right, title and interest in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of such Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingterminate. The Company may from time shall have no obligation upon exercise of any Option or lapse of restrictions on Restricted Stock until the Company or an Affiliate has received payment sufficient to time change (or provide alternatives to) the method of cover all tax withholding on amounts due with respect to that exercise. Neither the Restricted Stock granted hereunder by notice Company nor any Affiliate shall be obligated to advise a Holder of the Grantee, existence of the tax or the amount which it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount required to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notewithhold.

Tax Withholding. Notwithstanding anything herein to the contraryany contrary Agreement provision, certificates for shares of no certificate representing any Restricted Stock that have vested shall not may be delivered to released from the Grantee escrow established under Section 2 or under Section 5, unless and until the Grantee Participant has delivered made satisfactory arrangements (as the Administrator determines) for paying any applicable income, employment, and other taxes that NextG determines must be withheld with respect to such Restricted Stock. In the Administrator’s sole discretion and under such procedures that the Administrator may specify from time to time, the Administrator may permit the Participant to satisfy such tax withholding obligation, in whole or in part, by (a) paying cash, (b) electing to have NextG withhold otherwise deliverable Restricted Stock with a Fair Market Value equal to the Executive Vice Presidentminimum amount required to be withheld, Human Resources (c) delivering to NextG already vested and owned Shares with a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient amount of Restricted Stock otherwise deliverable to the Company Participant through such means as NextG may determine in NextG’s sole discretion (whether through a broker or such other executive officer of otherwise) equal to the Company performing a similar function)amount required to be withheld. To the extent that NextG determines appropriate in NextG’s sole discretion, at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by NextG will have the Company to enable it right (but not the obligation) to satisfy any federal, foreign or other tax withholding obligations with respect to by reducing the shares amount of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable otherwise deliverable to the Company in its sole discretion have been made)Participant. Notwithstanding anything herein If the Participant fails to make satisfactory arrangements for paying any required tax withholding obligations at the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of time any Restricted Stock have vestedis otherwise scheduled to vest under Section 3 or Section 4, then the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Participant will permanently forfeit such Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of and such Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount returned to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory note.NextG at no cost to NextG.

Tax Withholding. Notwithstanding anything herein (a) The Grantee agrees that, subject to clause 6(b) below, no later than the contrary, certificates for shares date as of which the restrictions on the Restricted Stock that have vested shall not be delivered lapse with respect to all or any of the Restricted Stock covered by this Agreement, the Grantee unless and until the Grantee has delivered shall pay to the Executive Vice President, Human Resources of the Company (in cash or such other executive officer to the extent permitted by the Committee in its sole discretion, shares of Common Stock held by the Grantee whose fair market value is equal to the amount of the Company performing a similar function)Grantee’s tax withholding liability) any federal, at its corporate headquarters in New York, New York, cash paymentstate or local taxes of any kind required by law to be withheld, if any, deemed necessary with respect to the Restricted Stock for which the restrictions shall lapse. The Company or its subsidiaries shall, to the extent permitted by law, have the Company right to enable it deduct from any payment of any kind otherwise due to satisfy the Grantee any federal, foreign state or other tax withholding obligations local taxes of any kind required by law to be withheld with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingStock. The Company may from time refuse to time change instruct the transfer agent to release the shares of Common Stock or redeliver share certificates if the Grantee fails to comply with any withholding obligation. (or provide alternatives tob) If the method Grantee properly elects, within thirty (30) days of the Grant Date, to include in gross income for federal income tax withholding on purposes an amount equal to the fair market value as of the Grant Date of the Restricted Stock granted hereunder by notice pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, the Grantee shall pay to the GranteeCompany, it being understood that from and after or make other arrangements satisfactory to the Committee to pay to the Company, any federal, state or local taxes required to be withheld with respect to such notice shares. If the Grantee will fails to make such payments, the Company or its affiliates shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Grantee any federal, state or local taxes of any kind required by law to be bound by the method (or alternatives) specified in any withheld with respect to such noticeshares. The Company (in its sole and absolute discretion) may permit all refuse to instruct the transfer agent to release the shares or part of the Tax Amount redeliver share certificates if Grantee fails to be paid comply with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteany withholding obligation. 7.

Tax Withholding. Notwithstanding anything herein Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Employer shall withhold the amount required to be withheld for the payment of Tax Obligations or other greater amount up to the contrarymaximum statutory rate under Applicable Laws, certificates for shares of Restricted Stock that have vested shall not be delivered as applicable to the Grantee unless and until the Grantee has delivered to the Executive Vice PresidentParticipant, Human Resources of the Company (or if such other executive officer of the Company performing a similar function)greater amount would not result in adverse financial accounting treatment, at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary as determined by the Company to enable it to satisfy any federalCompany, foreign or other tax withholding obligations with respect to the shares filing of Restricted Stock that an 83(b) Election, or, if an 83(b) Election is not filed or not timely filed, upon each vesting date, or as otherwise required by Applicable Laws. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the amount of such Tax Obligations, (c) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the company and/or the Employer, (d) delivering to the Company already vested and owned Shares having a Fair Market Value equal to such Tax Obligations, or (e) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the “Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount of the Tax Amount”) (unless other arrangements acceptable to Obligations. To the extent determined appropriate by the Company in its sole discretion discretion, it will have been made). Notwithstanding anything herein the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such Tax Obligations are satisfied if a 83(b) Election is not filed or not timely filed, and Participant authorizes the Escrow Holder to take all actions necessary to accomplish the transfer to the contraryCompany of the Shares withheld to satisfy the Tax Obligations. Further, if Participant is subject to tax in more than one jurisdiction between the event Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that a Grantee has not satisfied the conditions outlined Company and/or the Employer (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the immediately preceding sentence within twenty (20) days after payment of such Tax Obligations hereunder at the shares time any applicable Shares of Restricted Stock have vestedotherwise are scheduled to vest pursuant to Section 3, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares such Shares of Restricted Stock that have vested with an aggregate value equal will thereupon be forfeited and automatically transferred to 150% of and reacquired by the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal Company at no cost to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to Company and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee Participant will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notehave no further rights thereunder.

Tax Withholding. Notwithstanding anything herein You shall make appropriate arrangements with the Company’s agent to provide for payment of any federal, state, local or foreign taxes of any kind required by law to be withheld in respect of your Restricted Stock Units. Such arrangements may include, but are not limited to, the payment of the withholding amount by you in cash, withholding from proceeds of the sale of Shares acquired as payment for the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company’s agent (on your behalf pursuant to this authorization without further consent), non-discretionary withholding by the Company’s agent of Shares that would otherwise be issuable to you as payment in respect of your Restricted Stock Units, or voluntary share withholding as described below. Voluntary Share withholding is subject to the contrary, certificates for shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources prior approval of the Company (Administrator, which may be withheld by the Administrator in its sole discretion. If approved, you may elect to satisfy the statutory withholding obligations, in whole or such other executive officer in part, by having the Company’s agent withhold Shares otherwise issuable to you hereunder. The Shares delivered or withheld shall have an aggregate fair market value not in excess of the Company performing a similar function), at its corporate headquarters maximum statutory tax rates in New York, New York, cash payment, if any, deemed necessary your applicable jurisdictions. The fair market value of the Shares used to satisfy the withholding obligation shall be determined by the Company to enable it Company’s agent as of the date on which taxation occurs. Shares used to satisfy any federaltax withholding obligation must be vested and cannot be subject to any repurchase, foreign forfeiture, or other tax withholding obligations with respect similar requirements. Any election by you to have Shares withheld shall be irrevocable, made in writing (or electronically), signed by you (including electronically), and shall be subject to any restrictions or limitations that the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to)Administrator, in its sole discretion, at any time by notice deems appropriate. Further, if you become subject to tax in more than one jurisdiction between the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to Grant Date and including the date of vesting. The any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company may from time to time change and/or its Subsidiaries (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Granteeformer employer, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretionas applicable) may permit all be required to withhold or part account for federal, state, local or foreign taxes of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or any kind in installments (together with interest) evidenced by the Grantee’s secured promissory notemore than one jurisdiction.

Tax Withholding. Notwithstanding anything herein to Vesting and settlement of the contrary, certificates for shares of Restricted Stock that have vested RSUs shall not be delivered subject to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy satisfying any applicable U.S. federal, foreign or other state and local tax withholding obligations with respect and non-U.S. tax withholding obligations. The Company shall have the right and is hereby authorized to withhold from any amounts payable to the shares Grantee in connection with the RSUs or otherwise the amount of Restricted Stock any required withholding taxes in respect of the RSUs, its settlement or any payment or transfer of the RSUs or under the Plan and to take any such other action as the Committee or the Company deem necessary to satisfy all obligations for the payment of such withholding taxes. The Company may require the Grantee to satisfy, in whole or in part, the tax obligations by withholding Shares that have vested (the “Tax Amount”) (unless other arrangements acceptable would otherwise be deliverable to the Company in its sole discretion have been made)Grantee upon settlement of the RSUs with a Fair Market Value equal to such withholding liability. Notwithstanding anything herein to the contraryFurther, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedan IPO, the Company may (but shall not be required to)may, in its sole discretion, at any time permit the Grantee to elect to satisfy, in whole or in part, the tax obligations by notice either (i) withholding Shares that would otherwise be deliverable to the GranteeGrantee upon settlement of the RSUs with a Fair Market Value equal to such withholding liability, choose or (ii) a “sell-to-cover” arrangement in accordance with procedures established or authorized by the Committee (including by which the Grantee may provide irrevocable instructions to and authorize a broker to sell Shares that would otherwise be deliverable to the Grantee upon settlement of the RSUs in an amount having at least the market value sufficient to meet the tax withholding obligations plus additional Shares to account for rounding and market fluctuations) and deliver the proceeds to the Company in an amount equal to such withholding liability. If, by the Scheduled Vesting Date, neither a Sale nor an IPO has occurred, then the Committee will consider alternative means by which the Grantee may be permitted to satisfy the conditions outlined applicable required withholding taxes, in whole or in part, including, without limitation: (A) payment in other property having a Fair Market Value equal to such withholding liability; (B) withholding Shares that would otherwise be deliverable to the immediately preceding sentence Grantee upon settlement of the RSUs with a Fair Market Value equal to such withholding liability; (C) a loan or payment by unilaterally revoking the Company to fund such withholding liability; (D) deferral of vesting and/or settlement of the RSUs to the extent permissible under Section 409A of the Code; or (E) such other means to reasonably address the Grantee’s right liability to receive that number satisfy all applicable required withholding taxes incurred in connection with the vesting and/or settlement of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteRSUs.

Tax Withholding. Notwithstanding anything herein Regardless of any action the Company or the Affiliate that employs you (the “Employer”) (if applicable) takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge and agree that the contrary, certificates ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units or the shares of Restricted Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources issued upon vesting of the Company Units, and (b) do not commit to structure the terms of the Award (or such other executive officer any aspect of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by Units) to reduce or eliminate your liability for Tax-Related Items. Upon the Company to enable it to satisfy issuance of shares of Stock or the satisfaction of any federal, foreign or other tax withholding obligations vesting condition with respect to the shares of Restricted Stock to be issued hereunder, if your country of residence (and/or the country of employment, if different) requires withholding of Tax-Related Items, the FCF Program Company may hold back from the total number of shares of Stock to be delivered to you, and shall cause to be transferred to the Company, whole shares of Stock that have vested an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld with respect to the shares of Stock, or to the extent it would not result in adverse accounting treatment, the Company may, in its sole discretion, hold back shares of Stock based on a rate of up to the maximum applicable withholding rate. The cash equivalent of the shares of Stock withheld will be used to settle the obligation to withhold the Tax-Related Items. By accepting the grant of Units, you expressly consent to the withholding of shares of Stock and/or cash as provided for hereunder. Alternatively, you hereby authorize the Company (on your behalf and at your direction pursuant to this authorization) to immediately sell a sufficient whole number of shares of Stock acquired upon vesting resulting in sale proceeds sufficient to pay the “Tax Amount”Tax-Related Items required to be withheld. You agree to sign any agreements, forms and/or consents that reasonably may be requested by the Company (or the Company’s designated brokerage firm) to effectuate the sale of the shares of Stock (unless including, without limitation, as to the transfer of the sale proceeds to the Company to satisfy the Tax-Related Items required to be withheld). Further, the Company or the Employer may, in its discretion, withhold any amount necessary to pay the Tax-Related Items from your salary or any other arrangements acceptable amounts payable to you, with no withholding of shares of Stock or sale of shares of Stock, or may require you to submit a cash payment equivalent to the Tax-Related Items required to be withheld with respect to the Units. All other Tax-Related Items related to the grant of Units and any shares of Stock delivered in settlement thereof are your sole responsibility. In no event shall whole shares be withheld by or delivered to the Company in satisfaction of any Tax-Related Items in excess of the maximum statutory tax withholding required by law. You agree to indemnify the Company and its Affiliates against any and all liabilities, damages, costs and expenses that the Company and its Affiliates may hereafter incur, suffer or be required to pay with respect to the payment or withholding of any Tax-Related Items. The Units are intended to comply with or be exempt from the requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). The Plan and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that the Agreement is subject to Code Section 409A and that it has failed to comply with the requirements of that Section, the Company may, in its sole discretion have been made). discretion, and without your consent, amend this Agreement to cause it to comply with Code Section 409A or be exempt from Code Section 409A. Notwithstanding anything herein any provision of this Agreement to the contrary, in the event that any settlement or payment of this Award occurs as a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares result of Restricted Stock have vested, your termination of employment and the Company may determines that you are a “specified employee” (but as that term is defined under Code Section 409A) subject to Code Section 409A at the time your termination of employment, and provided further that such payment or settlement does not otherwise qualify for an applicable exemption from Code Section 409A, then no such settlement or FCF Program payment shall not be required to)paid to you until the date that is the earlier to occur of: (i) your death, in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number or (ii) six (6) months and one (1) day following your termination of shares employment. Any portion of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes this Award delayed as a result of the preceding sentence, each share which is (i) in whole or in part, settled in cash and (ii) based on the value of Restricted Stock Stock, shall be deemed to have a based on the value equal to the average closing price of a share of the Common Stock on at the Nasdaq Global Market (time the Award would have otherwise been settled or paid without application of the delay described in the preceding sentence. If this Award does not otherwise qualify for an applicable exemption from Code Section 409A, the terms “Retirement”, “terminate,” “termination,” “termination of employment,” and variations thereof as used in this agreement, are intended to mean a termination of employment that constitutes a “separation from service” as such other U.S. exchange term is defined under Code Section 409A. Notwithstanding any action or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound inaction by the method (or alternatives) specified in Administrator, you are exclusively responsible for any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notetax consequences under Code Section 409A resulting from this Award.

Tax Withholding. Notwithstanding anything herein As a condition to the contrary, certificates for delivery of shares of Restricted Common Stock that upon vesting of any portion of the Award, Holder must, upon request by the Company, pay to the Company such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Award. If Xxxxxx fails to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any amount payable by the Company to Holder, including regular salary or bonus payments. Holder may elect to satisfy his or her obligation to advance the Required Tax Payments by any of the following means: (a) a cash payment to the Company; (b) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole shares of Common Stock having an aggregate Fair Market Value (as defined below), determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Required Tax Payments; (c) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered to Holder having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments; or (d) any combination of (a), (b) and (c). Shares of Common Stock may not have vested shall not an aggregate Fair Market Value in excess of the amount determined by applying the maximum statutory withholding rate in the applicable jurisdiction. The number of shares to be delivered to the Grantee unless and until Company or withheld from the Grantee has delivered to Holder shall be determined by applying the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash paymentmaximum statutory withholding rate, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with Holder makes such an aggregate value equal to 150% of the Tax Amountelection. For purposes of this Award, “Fair Market Value” as of any date means the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal determined by reference to the average closing price of a share of the Common Stock as finally reported on the Nasdaq Global Market (or New York Stock Exchange for the trading day immediately preceding such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date date. Any fraction of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares a share of Common Stock owned which would be required to satisfy any Required Tax Payment will be disregarded and the remaining amount due must be paid in cash by Holder. No share of Common Stock will be issued or delivered until the Required Tax Payments have been satisfied in full. In accordance with terms of the NQDC Plan, any tax obligations that arise upon vesting under this Agreement with respect to deferred RSUs credited to the NQDC shall not be deducted from the deferred RSUs and instead shall be deducted from any amount payable by the GranteeCompany to the Holder, or including the portion of this Award that has not been deferred into the NQDC Plan, subject in installments (together all instances to compliance with interest) evidenced by Section 409A of the Grantee’s secured promissory noteCode.

Tax Withholding. Notwithstanding anything herein When Shares are issued as payment for vested Restricted Stock Units or, in the discretion of the Company, at such earlier time as the Tax Obligations are due, the Company and/or Employer will withhold the amount required to be withheld for the payment of Tax Obligations pursuant to such procedures as the Administrator may specify from time to time. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the contraryamount of such Tax Obligations, certificates for shares (c) withholding the amount of Restricted Stock that have vested shall not be delivered such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the company and/or the Employer, (d) delivering to the Grantee unless Company already vested and until owned Shares having a Fair Market Value equal to such Tax Obligations, or (e) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Grantee has delivered Company may determine in its sole discretion (whether through a broker or otherwise) equal to the Executive Vice President, Human Resources amount of the Company (or such other executive officer of Tax Obligations. To the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary extent determined appropriate by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion discretion, it will have been made)the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such Tax Obligations are satisfied. Notwithstanding anything herein Further, if Participant is subject to tax in more than one jurisdiction between the contraryDate of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time of payment of any vested Restricted Stock Units or, in the event that a Grantee has not satisfied discretion of the conditions outlined in Company, at such earlier time as the immediately preceding sentence within twenty (20) days after the shares of Tax Obligations are due, Participant will permanently forfeit such Restricted Stock have vested, Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may (but shall refuse to deliver the Shares if such Tax Obligations are not be required to), in its sole discretion, delivered at any the time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notethey are due.

Tax Withholding. Notwithstanding anything herein to the contrary, certificates for shares of Restricted Common Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, such cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to such shares or the shares of Restricted Stock Units that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence its withholding obligations by unilaterally revoking the Grantee’s right to receive that withholding a number of shares of Common Stock otherwise deliverable with respect to vested Restricted Stock that have vested with an aggregate Units having a value equal to 150% of the minimum Tax AmountAmount the Company is required to withhold. For purposes of the preceding sentence, each share of Restricted Common Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingthe withholding tax is to be determined. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock Units granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s 's secured promissory note. In addition, if the Company is required to withhold amounts with respect to the Restricted Stock Units other than as described in the preceding sentences, then the Grantee shall deliver to the Company at the time the Company is obligated to withhold amounts, such amount as the Company requires to meet the statutory withholding obligation under applicable tax laws or regulations, and if the Grantee fails to do so, the Company has the right and authority to deduct or withhold from amounts under this award or other compensation payable to the Grantee an amount sufficient to satisfy its withholding obligations.

Tax Withholding. Notwithstanding anything herein When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the contraryminimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, certificates if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for shares of Restricted Stock that have vested such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). Notwithstanding any provision hereof, a Canadian Participant shall not be delivered permitted to deliver to the Grantee unless Company already vested and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it owned Shares to satisfy any federal, foreign or other tax withholding obligations with respect to taxes. To the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to extent determined appropriate by the Company in its sole discretion discretion, it will have been made)the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant, provided, however, the number of Shares to be issued to a Canadian Participant upon the exercise of the Option may not be reduced to satisfy any Tax Obligations unless so requested by the Canadian Participant. Notwithstanding anything herein Further, if Participant is subject to tax in more than one jurisdiction between the contraryDate of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the event payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall refuse to honor the exercise and refuse to deliver the Shares if such amounts are not be required to), in its sole discretion, delivered at any the time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteexercise.

Tax Withholding. Notwithstanding anything herein Unless other arrangements have been made that are acceptable to the contraryCompany, certificates for shares the Company and each of Restricted its affiliates and Subsidiaries is authorized to deduct or withhold from the Award, or cause to be deducted or withheld from any compensation or other amount owing to the Participant, the amount (in cash, Common Stock, other securities or property, or Common Stock that have vested shall not would otherwise be delivered issued pursuant to the Grantee unless Award) of any applicable taxes payable in respect of the vesting and/or settlement of the Award and until to take such other actions as may be necessary in the Grantee has delivered to the Executive Vice President, Human Resources opinion of the Company or any of its affiliates or any Subsidiary to satisfy its tax withholding obligations. Notwithstanding the foregoing, if the Participant is subject to Rule 16b-3 (or such other executive officer “Rule 16b-3”), as promulgated under the Securities Exchange Act of 1934, as amended (“Section 16 of the Company performing a similar functionExchange Act”), at the time of vesting or settlement of the Award, except as otherwise provided in any tax withholding policy or procedure adopted by the Company, such tax withholding automatically shall be effected by the Company or one of its corporate headquarters affiliates or Subsidiaries either by (i) withholding shares of Common Stock otherwise deliverable to the Participant on the settlement of the Award or (ii) requiring the Participant to tender a cash payment to the Company or such affiliate or Subsidiary, in New Yorkeither case, New Yorkin an amount equal to the applicable taxes. In the event that shares of Common Stock that would otherwise be delivered pursuant to the Award are used to satisfy such withholding obligations, cash paymentthe number of shares that may be withheld shall be limited to the number of shares that have a Fair Market Value, on the date of withholding, equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income; provided, however, that such withholding may be based on rates in excess of the minimum statutory withholding rates if (A) the Committee (x) determines that such withholding would not result in adverse accounting, tax or other consequences to the Company (other than immaterial administrative, reporting or similar consequences) and (y) authorizes such withholding at such greater rates and (B) the Participant consents to and completes the necessary IRS forms, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax for such withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notegreater rates.

Tax Withholding. Notwithstanding anything herein If the Grantee makes an election under Section 83(b) of the Code with respect to any Restricted Shares, the grant of such Restricted Shares shall be further conditioned upon the Grantee making prompt payment to the contrary, certificates for shares Company of Restricted Stock that have vested shall not be delivered to any applicable withholding obligations or withholding taxes (“Withholding Taxes”). Failure by the Grantee unless to pay such Withholding Taxes will render the Restricted Shares subject to such election null and until void ab initio and such Restricted Shares will be immediately cancelled. If the Grantee has delivered to the Executive Vice President, Human Resources does not make an election under Section 83(b) of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations Code with respect to the shares Restricted Share Award, the Company's obligation to release the vested Restricted Shares shall be subject to the Grantee's satisfaction of any applicable Withholding Taxes, and the Grantee shall pay the amount of any such Withholding Taxes to the Company as set forth in this Section 4.2. The Grantee may satisfy his or her obligation to pay the Withholding Taxes with respect to any Restricted Stock that have vested Shares for which an election under Section 83(b) of the Code has not been made by: (the “Tax Amount”i) (unless other arrangements acceptable making a cash payment to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value amount equal to the average closing price of a share of Withholding Taxes; (ii) having the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice withhold Shares otherwise deliverable to the GranteeGrantee pursuant to settlement of vested Restricted Shares; or (iii) delivering, it being understood that from and after such notice actually or by attestation, to the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock Shares already owned by the Grantee, ; provided that in the case of (ii) or in installments (together iii) the amount of such Shares withheld or Shares delivered (with interest) evidenced the value of such Shares being based on the Fair Market Value of a Share as of the payment date as determined by the GranteeCommittee) shall be determined by the Committee. The Grantee acknowledges and agrees that the Company has the right to deduct from compensation or other amounts owing to the Grantee an amount not to exceed the Withholding Taxes. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding or vesting of the Restricted Shares or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure this Restricted Share Award to reduce or eliminate Xxxxxxx’s secured promissory notetax liability.

Tax Withholding. Notwithstanding anything herein to the contrary, certificates for shares When Shares of Restricted Stock that vest (or upon such earlier time a participant makes an election under Section 83(b) of the Code), Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non‑U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Employer shall withhold the minimum amount required to be withheld for the payment of Tax Obligations. The Participant may satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (a) paying cash, (b) electing to have vested shall not be delivered the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the Grantee unless and until the Grantee has delivered amount of such Tax Obligations, (c) electing to the Executive Vice President, Human Resources of have the Company (withhold the amount of such Tax Obligations from Participant’s wages or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary compensation payable to Participant by the Company to enable it to satisfy any federaland/or the Employer, foreign or other tax withholding obligations with respect (d) delivering to the shares Company already vested and owned Shares having a Fair Market Value equal to such Tax Obligations, or (e) selling a sufficient number of Restricted Stock that have vested such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the “amount of the Tax Amount”) (unless other arrangements acceptable to Obligations. To the extent determined appropriate by the Company in its sole discretion discretion, it will have been made)the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such Tax Obligations are satisfied. Notwithstanding anything herein Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder, Participant will permanently forfeit such Restricted Stock, and the Restricted Stock will be returned to the contrary, in Company at no cost to the event Company. Participant acknowledges and agrees that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall refuse to deliver the Shares if such Tax Obligations are not be required to), in its sole discretion, delivered at any the time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notethey are due.

Tax Withholding. Notwithstanding anything herein to the contrary, certificates for shares of Restricted Common Stock that have vested shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in New York, New York, such cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to such shares or the shares of Restricted Stock Units that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence its withholding obligation by unilaterally revoking the Grantee’s right to receive that withholding a number of shares of Common Stock otherwise deliverable with respect to vested Restricted Stock that have vested with an aggregate Units having a value equal to 150% of the minimum Tax AmountAmount the Company is required to withhold. For purposes of the preceding sentence, each share of Restricted Common Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingthe withholding tax is to be determined. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock Units granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory note. In addition, if the Company is required to withhold amounts with respect to the Restricted Stock Units other than as described in the preceding sentences, then the Grantee shall deliver to the Company at the time the Company is obligated to withhold amounts, such amount as the Company requires to meet the statutory withholding obligation under applicable tax laws or regulations, and if the Grantee fails to do so, the Company has the right and authority to deduct or withhold from amounts under this award or other compensation payable to the Grantee an amount sufficient to satisfy its withholding obligations.

Tax Withholding. Notwithstanding anything herein Prior to the contraryexercise of the Option, certificates for shares of Restricted Stock that have vested shall not be delivered Participant will pay or make adequate arrangements satisfactory to the Grantee unless Company and/or the Employer to satisfy all withholding and until the Grantee has delivered to the Executive Vice President, Human Resources payment obligations of Tax-Related Items of the Company (or such other executive officer of and/or the Employer. In this regard, Participant authorizes the Company performing a similar function)and/or the Employer, or their respective agents, at its corporate headquarters in New Yorktheir discretion, New York, to satisfy the obligations with regard to all Tax-Related Items by withholding from Participant’s wages or other cash payment, if any, deemed necessary compensation paid to Participant by the Company and/or the Employer, or withholding from proceeds of the sale of Shares acquired upon exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to enable this authorization) without further consent from Participant. If withholding is performed from proceeds from the sale of Shares acquired upon exercise of the Option, the Company may withhold or account for Tax-Related Items by considering maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy any federalhis or her obligations for Tax-Related Items, foreign in whole or other tax withholding obligations with respect in part (without limitation) by (i) delivery of cash or check to the shares Company or the Employer, (ii) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, or (iii) selling a sufficient number of Restricted Stock that have vested such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the “Tax Amount”) (unless other arrangements acceptable amount required to be withheld. Further, to the extent determined appropriate by the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vesteddiscretion, the Company may will have the right (but shall not be required tothe obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes (and for the avoidance of doubt, not for purposes of Section 3(c) of the Plan), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be Participant is deemed to have a value equal been issued the full number of Shares subject to the average closing price of a share portion of the Common Stock on Option that was exercised, notwithstanding that a number of the Nasdaq Global Market (or such other U.S. exchange or market on which Shares are held back solely for the Common Stock is then primarily traded) on purpose of paying the five (5) trading days up Tax-Related Items. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time of the Option exercise, Participant acknowledges and including agrees that the date of vesting. The Company may from time refuse to time change (or provide alternatives to) honor the method of tax withholding on the Restricted Stock granted hereunder by notice Option exercise and refuse to the Grantee, it being understood that from and after deliver any Shares pursuant to such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteexercise.

Tax Withholding. Notwithstanding anything herein Whenever Shares are to be issued upon exercise of the Option, the Parent shall have the right to require the Optionee to remit to the contraryParent cash sufficient to satisfy all federal, state and local withholding tax obligations (the “Withholding Tax Obligations”) prior to issuance of the Shares and the delivery of any certificate or certificates for shares such Shares. In the discretion of Restricted Stock that have vested shall not be delivered the Committee, the Optionee may satisfy such Withholding Tax Obligations by surrendering to the Grantee unless and until Company at the Grantee has delivered time of exercise Shares (including Purchased Shares) having a Fair Market Value on the date of exercise equal to the Executive Vice PresidentWithholding Tax Obligations, Human Resources provided, that, the Company is not then prohibited from purchasing or acquiring such Shares pursuant to any loan or debt agreement to which any member of the Company Group is a party or pursuant to applicable law. Notwithstanding the foregoing, following termination of the Optionee’s employment (i) by the Company Group without Cause or due to Disability; (ii) by the Optionee with Good Reason or as a result of the Optionee’s Retirement or (iii) due to the Optionee’s death, the Optionee may elect to have the Withholding Tax Obligations satisfied by (A) the delivery to the Company of a certificate or certificates representing Shares having an aggregate Fair Market Value equal to the Withholding Tax Obligations, which Shares are duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such Shares, free and clear of any pledge, commitment, lien, claim or other executive officer encumbrance, or (B) by a reduction in the number of Purchased Shares to be issued upon such exercise equal to the Withholding Tax Obligations, provided, that, in either case, the Parent is not then prohibited from purchasing or acquiring such Shares pursuant to any loan or debt agreement to which any member of the Company performing Group is a similar function), at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company party or pursuant to enable it to satisfy any federal, foreign or other tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting. The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory noteapplicable law.

Tax Withholding. Notwithstanding anything herein Except with respect to each Holder who is a Non-Employee Director, the Company or any Affiliate shall be entitled to deduct from other compensation payable to each Holder any sums required by federal, state or local tax law to be withheld with respect to the contrarygrant or exercise of an Option, certificates or lapse of restrictions on Restricted Stock. In the alternative, the Company may require the Holder of an Award to pay such sums for taxes directly to the Company or any Affiliate in cash or by check within ten days after the date of exercise or lapse of restrictions. In the discretion of the Company, and with the consent of the Holder, the Company may reduce the number of shares of Stock issued to the Holder upon his exercise of an Option to satisfy the tax withholding obligations of the Company or an Affiliate; provided that the Fair Market Value of the shares held back shall not exceed the Company’s or the Affiliate’s minimum statutory withholding tax obligations. The Company may, in its discretion, permit a Holder to satisfy any tax withholding obligations arising upon the vesting of Restricted Stock by delivering to the Holder of the Restricted Stock Award a reduced number of shares of Stock in the manner specified herein. If permitted by the Company and acceptable to the Holder, at the time of vesting of shares of Restricted Stock, the Company shall (i) calculate the amount of the Company’s or an Affiliate’s minimum statutory tax withholding obligation on the assumption that all such vested shares of Restricted Stock are made available for delivery, (ii) reduce the number of such shares made available for delivery so that have vested shall not be delivered the Fair Market Value of the shares withheld on the vesting date approximates the amount of tax the Company or an Affiliate is obliged to withhold and (iii) in lieu of the withheld shares, remit cash to the Grantee unless United States Treasury and until the Grantee has delivered to the Executive Vice Presidentother applicable governmental authorities, Human Resources on behalf of the Company (or such other executive officer Holder, in the amount of the withholding tax due. The Company performing a similar function)shall withhold only whole shares of Stock to satisfy its withholding obligation. Where the Fair Market Value of the withheld shares does not equal the Company’s withholding tax obligation, at its corporate headquarters in New York, New York, cash payment, if any, deemed necessary by the Company to enable it to shall withhold shares with a Fair Market Value slightly less than the amount of its withholding obligation and the Holder of the Restricted Stock Award must satisfy any federal, foreign or the remaining withholding obligation in some other tax withholding obligations with respect to the manner permitted under this Section 9.4. The withheld shares of Restricted Stock that have vested (the “Tax Amount”) (unless other arrangements acceptable to not made available for delivery by the Company in its sole discretion have been made). Notwithstanding anything herein to the contraryshall be retained as treasury stock or will be cancelled and, in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20) days after the shares of Restricted Stock have vestedeither case, the Company may (but shall not be required to)Holder’s right, title and interest in its sole discretion, at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of such Restricted Stock shall be deemed to have a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vestingterminate. The Company may from time shall have no obligation upon exercise of any Option or lapse of restrictions on Restricted Stock until the Company or an Affiliate has received payment sufficient to time change (or provide alternatives to) the method of cover all tax withholding on amounts due with respect to that exercise. Neither the Restricted Stock granted hereunder by notice Company nor any Affiliate shall be obligated to advise a Holder of the Grantee, existence of the tax or the amount which it being understood that from and after such notice the Grantee will be bound by the method (or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the Tax Amount required to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by the Grantee’s secured promissory notewithhold.