Common use of Tax Withholding Clause in Contracts

Tax Withholding. The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUs, including, but not limited to, the grant, vesting or settlement of the TBS RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Tax Withholding. The Participant acknowledges that, regardless following provision shall replace Section 17 of the Agreement in its entirety: Regardless of any action taken by the Company or, if different, and the Participant’s employer (the “Employer”), the ultimate liability for Employer take with respect to any or all income taxtax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant withholding (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Optionee is and remains the ParticipantOptionee’s responsibility responsibility, and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or and the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsOptions, including, but not limited toincluding the grant of the Options, the grant, vesting or settlement of the TBS RSUsOptions, the subsequent sale of Shares any Common Units acquired pursuant to such settlement the Options and the receipt of any dividends and/or dividend equivalentsdividends; and (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs Options to reduce or eliminate the ParticipantOptionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdictionItems. Prior to the delivery of the Common Units upon the vesting of the Options, if any relevant taxable or tax taxing jurisdiction requires withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all of Tax-Related Items. In this regard, the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for a sufficient number of whole Common Units otherwise issuable upon the vesting of the Options that have an aggregate Fair Market Value (as defined under the Plan) sufficient to pay the minimum Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-required to be withheld amount in cash and will have no entitlement with respect to the Stock equivalentCommon Units. If The cash equivalent of the Common Units withheld will be used to settle the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying withhold the Tax-Related Items. FinallyNo fractional Common Units will be withheld or issued pursuant to the grant of the Options and the issuance of Common Units hereunder. Alternatively, the Participant agrees Company and the Employer may, in its discretion, withhold any amount necessary to pay to the Company or the Employer any amount of Tax-Related Items that from the Company Optionee’s salary or other amounts payable to the Employer may Optionee, with no withholding in Common Units. In the event the withholding requirements are not satisfied through the withholding of Common Units or through the Optionee’s salary or other amounts payable to the Optionee, no Common Units will be required to withhold or account for as a result issued upon vesting of the Participant’s participation in the Plan that cannot be satisfied Options unless and until satisfactory arrangements (as determined by the means previously described. The Company may refuse Committee) have been made by the Optionee with respect to issue or deliver the Shares or the proceeds payment of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the any Tax-Related ItemsItems which the Company and the Employer determines, in its sole discretion, must be withheld or collected with respect to such Options. By accepting this grant of Options, the Optionee expressly consents to the withholding of Common Units and/or cash as provided for hereunder. All other Tax-Related Items related to the Options and any Common Units delivered in payment thereof are the Optionee’s sole responsibility.

Tax Withholding. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the ParticipantAwardee’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the ParticipantAwardee’s participation in the Plan and legally applicable to the Participant Awardee (“Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s his responsibility and that such liability may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant Awardee further acknowledges that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsRestricted Stock Units, including, but not limited to, the grant, vesting or settlement of the TBS RSUsRestricted Stock Units, the issuance of Stock upon settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement Stock and the receipt of any dividends and/or any dividend equivalents; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs Restricted Stock Units to reduce or eliminate the ParticipantAwardee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is Awardee has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, the Participant 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. Prior Awardee’s Tax-Related Items subject to any relevant taxable or tax a withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to 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 all the Tax-Related ItemsItems due. In this regardAlternatively, the Participant authorizes or in addition, the Company or its agent the Employer may decide in their sole and absolute discretion to satisfy any applicable withholding obligations with regard to all Awardee’s obligation for Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares shares of Stock acquired upon vesting/settlement of the TBS RSUs Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the ParticipantAwardee’s behalf pursuant to this authorization without further consentauthorization); or (iiiii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date any other way set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement Section 15 of the TBS RSUs; provided that to the extent necessary to Plan. To avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding methodnegative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may Awardee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in SharesStock, for tax purposes, the Participant Awardee is deemed to have been issued the full number of Shares shares of Stock subject to the vested AwardRestricted Stock Units, notwithstanding that a number of the Shares are shares is held back solely for the purpose purposes of paying the Tax-Related ItemsItems due as a result of any aspect of Awardee’s participation in the Plan. Finally, the Participant agrees to Awardee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the ParticipantAwardee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares Stock or the proceeds of the sale of SharesStock, if the Participant Awardee fails to comply with the ParticipantAwardee’s obligations in connection with the Tax-Related Items.

Tax Withholding. The Participant acknowledges that, regardless following provision shall replace Section 16 of the Agreement in its entirety: Regardless of any action taken by the Company or, if different, and the Participant’s employer (the “Employer”), the ultimate liability for Employer take with respect to any or all income taxtax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant 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 responsibility, and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or and the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsDeferred Units, including, but not limited toincluding the grant of the Deferred Units, the grant, vesting or settlement of the TBS RSUsDeferred Units, the subsequent sale of Shares any Common Units acquired pursuant to such settlement the Deferred Units and the receipt of any dividends and/or dividend equivalentsdividends; and (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs Deferred Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdictionItems. Prior to the delivery of the Common Units upon the vesting of the Deferred Units, if any relevant taxable or tax taxing jurisdiction requires withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all of Tax-Related Items. In this regard, the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for a sufficient number of whole Common Units otherwise issuable upon the vesting of the Deferred Units that have an aggregate Fair Market Value (as defined under the Plan) sufficient to pay the minimum Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-required to be withheld amount in cash and will have no entitlement with respect to the Stock equivalentCommon Units. If The cash equivalent of the Common Units withheld will be used to settle the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying withhold the Tax-Related Items. FinallyNo fractional Common Units will be withheld or issued pursuant to the grant of the Deferred Units and the issuance of Common Units hereunder. Alternatively, the Participant agrees Company and the Employer may, in its discretion, withhold any amount necessary to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of from the Participant’s participation salary or other amounts payable to the Participant, with no withholding in Common Units. In the Plan that canevent the withholding requirements are not be satisfied by through the means previously described. The Company may refuse to issue withholding of Common Units or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with through the Participant’s obligations in connection salary or other amounts payable to the Participant, no Common Units will be issued upon vesting of the Deferred Units unless and until satisfactory arrangements (as determined by the Committee) have been made by the Participant with respect to the payment of any Tax-Related ItemsItems which the Company and the Employer determines, in its sole discretion, must be withheld or collected with respect to such Deferred Units. By accepting this grant of Deferred Units, the Participant expressly consents to the withholding of Common Units and/or cash as provided for hereunder. All other Tax-Related Items related to the Deferred Units and any Common Units delivered in payment thereof are the Participant’s sole responsibility.

Tax Withholding. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the ParticipantAffiliate or Subsidiary that is Grantee’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the ParticipantGrantee’s participation in the Plan and legally applicable to the Participant Grantee (the “Tax-Related Items”), ) is and remains the ParticipantGrantee’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant Grantee further acknowledges that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsRestricted Stock Units, including, including but not limited to, the grant, grant or vesting or settlement of the TBS RSUsRestricted Stock Units, the issuance of shares of Stock upon vesting of the Restricted Stock Units, the subsequent sale of Shares shares of Stock acquired pursuant to such settlement and vesting or the receipt of any dividends and/or dividend equivalentsdividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant Award or any aspect of the TBS RSUs Plan to reduce or eliminate the ParticipantGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant Grantee is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regardTo satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items, the Participant Grantee authorizes the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by one (or a combination combination) of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.:

Tax Withholding. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”)your employer, the ultimate liability for any or all income tax, social insuranceinsurance contributions, payroll tax, fringe benefits tax, payment on account tax or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to the Participant you (“Tax-Related Items”), ) is and remains the Participant’s your responsibility and may exceed the amount, if any, actually amount withheld by the Company or the Employeryour employer. The Participant You further acknowledges acknowledge that the Company and/or the Employer your employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUs, including, but not limited to, the grant, vesting or settlement of the TBS RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalents; Award and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs Award to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is you are subject to Tax-Related Items in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, the Participant acknowledges as applicable, you acknowledge that the Company and/or the Employer your employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to You agree that the Company and/or the Employer to may satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company or its agent to satisfy such withholding by any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the followingfollowing methods: (i) withholding from the Participant’s wages by requiring you to pay such amount in cash or check; (ii) by deducting such amount out of any other cash compensation paid otherwise payable to the Participant you; (iii) by the Company and/or the Employer; or (ii) withholding from proceeds a number of shares issuable in respect of the sale of Shares acquired upon settlement of the TBS RSUs either through Award having a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein fair market value equal to the contrary, the Company may cause a portion amount of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior the Company determines it or your employer is required to withhold; and/or (iv) arranging for the Company’s designated broker (if any, or any broker acceptable to the date of settlement of the TBS RSUs; provided that Company) to sell shares having a fair market value equal to the extent necessary to avoid a prohibited distribution under Section 409A amount of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable ratesthat the Company determines it is required to withhold (and, in which the case of using the Participant may receive a refund Company’s designated broker, you authorize such sale by accepting the terms of any over-withheld amount in cash and will have no entitlement to the Stock equivalentthis Award). If the obligation for Tax-Related Items is satisfied by withholding in Sharesshares, for tax purposes, the Participant is you are deemed to have been issued the full number of Shares shares subject to the vested Award, notwithstanding that a number of the Shares shares are held back solely for the purpose of paying the Tax-Related Items. Finally, If the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company are not satisfied for any reason or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails you otherwise fail to comply with the Participant’s your obligations in connection with the Tax-Related ItemsItems as described in this section, the Company may refuse to deliver the shares pursuant to this Award.

Tax Withholding. The Participant acknowledges that, regardless of any action taken by Employee timely shall pay to the Company orsuch amount as the Company may be required, if differentunder all applicable federal, the Participant’s employer state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “EmployerRequired Tax Payments”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related ) with respect to the Participant’s participation in Award. The Employee may elect to satisfy his or her obligation to advance the Plan and legally applicable Required Tax Payments by (a) authorizing the Company to withhold whole shares of Stock which otherwise would be delivered to the Participant Employee pursuant to the Award, 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 (“Taxb) delivery to the Company of previously-Related Items”)owned whole shares of Stock, is 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 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. Any fraction of a share of Stock which would be required to pay the Required Tax Payments shall be disregarded and remains the Participant’s responsibility and may exceed remaining amount due shall be paid in cash by the amountEmployee. The Employee agrees that if by the pay period that immediately follows the date that the Restriction Period with respect to the Award terminates, if anyno cash payment attributable to any such fractional share shall have been received by the Company, actually withheld then the Employee hereby authorizes the Company to deduct such cash payment from any amount payable by the Company or any Affiliate to the EmployerEmployee, including without limitation any amount payable to the Employee as salary or wages. The Participant further acknowledges Employee agrees that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUs, including, but not limited to, the grant, vesting or settlement of the TBS RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) this authorization may be required to withhold or account for Tax-Related Items in more than one jurisdictionreauthorized via electronic means determined by the Company. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory The Employee may revoke this authorization by written notice to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Itemsdeduction.

Tax Withholding. The Participant acknowledges that, regardless of any action taken by the Company or, if different, or the Participant’s employer (the “Employer”), the ultimate liability for Employer with respect to any or all income taxtax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s 's participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Participant’s personal responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsParticipant’s participation in the Plan, including, but not limited to, the grant, vesting or settlement grant of the TBS RSUsRestricted Stock Units, the subsequent vesting of Restricted Stock Units, issuance or sale of Shares acquired pursuant to such settlement and shares of Company Common Stock, or the receipt of any dividends and/or dividend equivalentsor Dividend Equivalents; and (2b) do not commit to and are under no obligation to structure the terms of the grant Restricted Stock Units or any aspect of the TBS RSUs Plan to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy any applicable their withholding obligations with regard to all any Tax-Related Items by one or a combination of the following: (ia) withholding from the Participant’s wages or other cash compensation paid payable to the Participant by the Company and/or the Employer; or , (iib) withholding from proceeds of the sale of Shares acquired upon settlement shares of Company Common Stock under the TBS RSUs Plan, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or ) to cover the Tax-Related Items required to be withheld, and (iiic) withholding in Shares shares of Company Common Stock to be issued upon settlement vesting of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Restricted Stock equivalentUnits. If the obligation for Tax-Related Items is satisfied by withholding in Sharesshares of Company Common Stock, for tax purposes, the Participant is will be deemed to have been issued the full number of Shares subject to the vested Awardshares of Company Common Stock, notwithstanding that a number of the Shares shares of Company Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the The Company or the Employer may be required to withhold defer the settlement of Restricted Stock Units until such withholding or account for as a result of the Participant’s participation in the Plan that cannot be other tax requirements are satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, and if the Participant fails to comply with has not satisfied such withholding or other tax requirements as of the Participant’s obligations last day of the calendar year in connection with which the Tax-Related ItemsVesting Date occurs, the Restricted Stock Units shall be forfeited.

Tax Withholding. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, Corporation and/or the ParticipantGrantee’s employer (the “Employer”), the ultimate liability for ) 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, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant withholding (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the ParticipantGrantee’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company Corporation and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsOption, including, but not limited toincluding the grant of the Option, the grant, vesting or settlement of the TBS RSUsOption, the exercise of the Option, the subsequent sale of Shares any shares of Common Stock acquired pursuant to such settlement at exercise and the receipt of any dividends and/or dividend equivalentsdividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs Option to reduce or eliminate the ParticipantGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdictionItems. Prior to any the relevant taxable or tax withholding event, as applicable, the Participant agrees to Grantee shall pay or make adequate arrangements satisfactory to the Company Corporation and/or the Employer to satisfy all Tax-Related Itemswithholding and payment on account obligations of the Corporation and/or the Employer. In this regard, if permissible under local law, the Participant Grantee authorizes the Company Corporation and/or the Employer, at their discretion, to withhold all applicable Tax-Related Items legally payable by the Grantee from any wages or its agent other cash compensation paid to the Grantee by the Corporation and/or the Employer or from the proceeds of the sale of shares of Common Stock subject to the Option. Alternatively, or in addition, if permissible under local law, the Grantee authorizes the Corporation and/or the Employer, at their discretion and pursuant to such procedures as it may specify from time to time, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items legally payable by the Grantee by one or a combination of the following: (i1) withholding from shares of Common Stock issuable upon exercise of the Participant’s wages or other cash compensation paid Option, provided that the Corporation only withholds the amount of shares of Common Stock necessary to satisfy the Participant by the Company and/or the Employerminimum withholding amount; or (ii2) withholding from proceeds of arranging for the sale of Shares acquired shares of Common Stock otherwise issuable to the Grantee upon settlement exercise of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company Option (on the ParticipantGrantee’s behalf and at the Grantee’s direction pursuant to this authorization without further consentauthorization); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for of Tax-Related Items is satisfied by withholding in Shares, for tax purposesreducing the number of shares of Common Stock issuable upon exercise of the Option, the Participant Grantee is deemed to have been issued the full number of Shares shares of Common Stock subject to the vested AwardOption, notwithstanding that a number of the Shares shares of Common Stock are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of the Option. Finally, the Participant agrees to Grantee shall pay to the Company or Corporation and/or the Employer any amount of Tax-Related Items that the Company or Corporation and/or the Employer may be required to withhold or account for as a result of the ParticipantGrantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company Corporation may refuse to issue or deliver to the Shares or Grantee any shares of Common Stock pursuant to the proceeds of the sale of Shares, Option if the Participant Grantee fails to comply with the ParticipantGrantee’s obligations in connection with the Tax-Related ItemsItems as described in this Section 6.

Tax Withholding. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for or your Employer takes with respect to any or all income taxtax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant withholding (“"Tax-Related Items”"), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains the Participant’s your responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer and your Employer: (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsPerformance Units, including, but not limited toincluding the grant of Performance Units, the grant, vesting or settlement of the TBS RSUsPerformance Units, the subsequent sale of any Shares acquired pursuant to such settlement at vesting and the receipt of any dividends and/or dividend equivalentsor Dividend Equivalents; and (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs Performance Units to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax resultItems. FurtherPrior to the delivery of Shares upon the vesting of your Performance Units, if your country of residence (and/or the Participant is subject country of employment, if different) requires withholding of Tax-Related Items, the Company shall withhold a sufficient number of whole Shares otherwise issuable upon the vesting of the Performance Units that have an aggregate Fair Market Value sufficient to pay the minimum Tax-Related Items required to be withheld with respect to the Shares. The cash equivalent of the Shares withheld will be used to settle the obligation to withhold the Tax-Related Items. Alternatively, your Employer may withhold the minimum Tax-Related Items required to be withheld with respect to the Shares in cash from your regular salary and/or wages or any other amounts payable to you. If you relocate to another jurisdiction during the lifetime of your Performance Units, you will be responsible for notifying the Company of such relocation and shall be responsible for compliance with all applicable tax requirements. If you are subject to taxation in more than one jurisdiction, the Participant acknowledges you acknowledge and agree that the Company and/or the and your Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding eventBy accepting this grant of Performance Units, as applicable, the Participant agrees to make adequate arrangements satisfactory you expressly consent to the Company withholding of Shares and/or the Employer withholding from your regular salary and/or wages or other amounts payable to satisfy all Tax-Related Itemsyou as provided for hereunder. In this regard, the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all All other Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid related to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Performance Units and any Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding delivered in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares payment thereof are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Itemsyour sole responsibility.

Tax Withholding. The Participant acknowledges thatCompany or an Affiliate, regardless as applicable, shall have the power and right to deduct, withhold or collect any amount required by law or regulation to be withheld with respect to any taxable event arising with respect to the Award. Subject to any limitations imposed by the Committee, in its sole discretion and which shall be communicated to the Grantee at the time of vesting, this amount may, at the election of the Grantee, be: (i) withheld from the value of any action taken Award being settled or any Shares transferred in connection with the exercise or settlement of an Award, or (ii) collected directly from the Grantee as a cash payment. Unless the Grantee has otherwise irrevocably elected a different method to satisfy the withholding requirement, the Grantee shall be deemed to have elected to satisfy the withholding requirement by having the Company oror an Affiliate, if differentas applicable, withhold Shares, from the Participant’s employer vested portion of the Award, having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction. All such elections will be made prior to the time of vesting, be irrevocable when made, made in writing and will be subject to any terms and conditions that the Company, in its sole discretion, deems appropriate. 2018 Equity Incentive Plan – RSA Agr (Rev Feb 2023) Notwithstanding any action the “Employer”), the ultimate liability for Company takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the ParticipantGrantee’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1i) make makes no representations representation or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUs, including, but not limited to, the grant, vesting or settlement of the TBS RSUs, PSUs or the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalents; shares, and (2ii) do does not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs Award to reduce or eliminate the ParticipantGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Tax Withholding. The Participant acknowledges thatEmployee timely shall pay to the Company such amount as the Company may be required, regardless 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 Common Stock which otherwise would be delivered to the Employee pursuant to the Award, 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 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 action taken 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 to deduct such cash payment from any amount payable by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related any Affiliate to the Participant’s participation in the Plan and legally applicable Employee, including without limitation any amount payable to the Participant (“Tax-Related Items”)Employee as salary or wages. Notwithstanding the foregoing provisions of this Section 4.3, is and remains an Employee shall satisfy his or her obligation to advance employment taxes owed prior to the Participant’s responsibility and may exceed date that the amountRestriction Period with respect to the Award terminates, if any, actually withheld 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 or any Affiliate to the EmployerEmployee, including without limitation any amount payable to the Employee as salary or wages. The Participant further acknowledges Employee agrees that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items authorizations set forth in connection with any aspect of the TBS RSUs, including, but not limited to, the grant, vesting or settlement of the TBS RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) this Section 4.3 may be required to withhold or account for Tax-Related Items in more than one jurisdictionreauthorized via electronic means determined by the Company. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory The Employee may revoke these authorizations by written notice to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Itemsdeduction.

Tax Withholding. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Participant’s or an Affiliate which is your employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if technically due by the Company or the Employer (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company and/or the Employer Employer: (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsAward, including, but not limited to, including the grant, vesting or settlement of the TBS RSUsRestricted Share Rights, the issuance of shares of Common Stock upon settlement of the Restricted Share Rights, the subsequent sale of Shares shares of Common Stock acquired pursuant to such settlement issuance and the receipt of any dividends and/or any dividend equivalents; and (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs Award to reduce or eliminate the Participant’s your liability for such Tax-Related Items or to achieve any particular tax result. Further, if the Participant is you are subject to Tax-Related Items tax on the Award in more than one jurisdictionjurisdiction at the time of any relevant taxable event, the Participant acknowledges you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to you shall pay or make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes you authorize the Company and/or the Employer, or its agent their respective agents, at their discretion and pursuant to such procedures as the Company may specify from time to time, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by one or a combination of the following: (i1) withholding from the Participant’s any wages or other cash compensation paid to the Participant you by the Company and/or the Employer; or (ii2) withholding from proceeds of the sale of Shares shares of Common Stock acquired upon vesting and settlement of the TBS RSUs Restricted Share Rights either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s your behalf pursuant to this authorization without further consentauthorization); or (iii3) withholding in Shares shares of Common Stock to be issued upon vesting and settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related ItemsRestricted Share Rights. Notwithstanding the foregoing, if the Participant is an officer you are subject to the short-swing profit rules of Section 16 16(b) of the Securities Exchange ActAct of 1934, the Company will not withhold in Shares shares of Common Stock upon the relevant taxable tax withholding event[, except with respect to any Tax-Related Items required to be withheld prior to the vesting dates set forth in paragraph 2 which may be withheld from your wages or other cash compensation], unless such withholding method is prevented by applicable law or has materially adverse accounting or tax consequences, in which case the Tax-Related Items withholding event other than where U.S. federal tax withholding is required upon lapse obligation may be satisfied by one or a combination of the forfeiture restrictions pursuant to Sections 3(cmethods (1) of this Agreement, or if otherwise approved in advance by the Committee or the Boardand (2) above. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may you will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. Anything to the contrary in this paragraph 5 notwithstanding, the Company or the Employer’s right to withhold any amounts payable pursuant to this Award to cover Tax-Related Items for any portion of the Award that is considered deferred compensation subject to Section 409A shall be limited to the minimum amount permitted to avoid a prohibited acceleration under Section 409A. If the obligation for Tax-Related Items is satisfied by withholding in Sharesshares of Common Stock, for tax purposes, the Participant is you will be deemed to have been issued the full number of Shares shares of Common Stock subject to the vested AwardRestricted Share Rights, notwithstanding that a number of the Shares shares of Common Stock are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of your participation in the Plan. Finally, the Participant agrees to you shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares shares or the proceeds of the sale of Sharesshares of Common Stock, if the Participant fails you fail to comply with the Participant’s your obligations in connection with the Tax-Related Items.

Tax Withholding. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to the Participant you (“Tax-Related Items”), ) is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company and/or the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsOptions, including, but not limited to, the grant, vesting or settlement exercise of the TBS RSUsOptions, the subsequent sale of Shares acquired pursuant to such settlement exercise and the receipt of any dividends and/or dividend equivalentsdividends; and (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs Options to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is you are subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes you authorize the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by one or a combination of the following: (ia) withholding from the Participant’s your wages or other cash compensation paid to the Participant you by the Company and/or the Employer; or (iib) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs Options either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s your behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates. If the maximum rate is used, in which case the Participant may receive a refund of any over-withheld amount will be refunded to you in cash and will have by the Company or Employer (with no entitlement to the Stock Share equivalent. If ) or if not refunded, you may seek a refund from the obligation for Tax-Related Items is satisfied by withholding in Shares, for local tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Itemsauthorities. Finally, the Participant agrees you agree to pay to the Company or the Employer Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails you fail to comply with the Participant’s your obligations in connection with the Tax-Related Items.

Tax Withholding. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for Corporation or your Employer take with respect to any or all income taxtax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains the Participant’s your responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Corporation and your Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUs, including, but not limited toincluding the grant of the RSUs, the grant, vesting or settlement of the TBS RSUs, the subsequent sale of Shares any shares of Common Stock acquired pursuant to such settlement the RSUs and the receipt of any dividends and/or or dividend equivalents; , and (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax resultItems. Further, if the Participant is you are or become subject to Tax-Related Items taxation in more than one jurisdictioncountry, the Participant acknowledges you acknowledge that the Company 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 jurisdictioncountry. Prior to any relevant taxable or tax the delivery of shares of Common Stock upon the vesting of your RSUs, if your country of residence (and/or the country of employment, if different) requires withholding event, as applicableof Tax-Related Items, the Participant agrees Corporation shall be authorized to make adequate arrangements satisfactory withhold a sufficient number of whole shares of Common Stock otherwise issuable upon the vesting of the RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld with respect to the Company and/or shares of Common Stock. The cash equivalent of the Employer shares of Common Stock withheld will be used to satisfy all settle the obligation to withhold the Tax-Related Items. In this regardthe event that withholding in shares of Common Stock is prohibited or problematic under Applicable Laws or otherwise may trigger adverse consequences to the Corporation or your Employer, your Employer is authorized to withhold the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items required to be withheld with respect to the shares of 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 one the Corporation or a combination of the following: (i) withholding from the Participant’s through your regular salary and/or wages or other cash compensation paid amounts payable to you by your Employer, no shares of Common Stock will be issued to you (or your estate) upon vesting of the RSUs unless and until satisfactory arrangements have been made by you with respect to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds payment of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the CodeCorporation or your Employer determines, the number of TBS RSUs so accelerated and settled shall in its sole discretion, must be withheld or collected with respect to a number such RSUs. By accepting this grant of Shares with a value that does not exceed RSUs, you expressly consent to the liability withholding of shares of Common Stock and/or withholding from your regular salary and/or wages or other amounts payable to you as provided for such hereunder. All other Tax-Related Items. Notwithstanding Items related to the foregoing, if the Participant is an officer subject to Section 16 RSUs and any shares of the Exchange Act, the Company will not withhold Common Stock delivered in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Boardpayment thereof are your sole responsibility. Depending on the withholding method, the Company Corporation or your Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum rates applicable ratesin your jurisdiction(s). In the event of over-withholding, in which case the Participant you may receive a refund of any over-withheld amount in cash and will have (with no entitlement to the Stock equivalentequivalent in Common Stock). In the event of under-withholding, you may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Corporation and/or your Employer. If the obligation for Tax-Related Items is satisfied by withholding in Sharesshares of Common Stock, for tax purposes, the Participant is you shall be deemed to have been issued the full number of Shares shares of Common Stock subject to the vested AwardRSUs, notwithstanding that a number of the Shares shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Tax Withholding. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, or the ParticipantGrantee’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant withholding (“Tax-Related Items”), the Grantee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the ParticipantGrantee’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1i) make no representations or nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this grant of an Award, including the TBS RSUs, including, but not limited to, the grant, grant and vesting or settlement of the TBS RSUsAward, subsequent delivery of the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends cash payment and/or dividend equivalents; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs this grant of an Award to reduce or eliminate the ParticipantGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled The Grantee shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the ParticipantGrantee’s participation in the Plan or the Grantee’s receipt of an Award that cannot be satisfied by the means previously describeddescribed below. Further, if the Grantee is subject to tax in more than one jurisdiction, the Grantee acknowledges that the Company and/or Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, Award payment if the Participant Grantee fails to comply with the ParticipantGrantee’s obligations in connection with the Tax-Related Items. Prior to the taxable or tax withholding event, as applicable, the Grantee shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company or Employer to withhold all applicable Tax-Related Items legally payable by the Grantee by (1) withholding from the Award payment in cash and/or (2) withholding from the Grantee’s wages or other cash compensation paid by the Company and/or Employer. Grantee acknowledges and understands that Grantee should consult a tax adviser regarding Grantee’s tax obligations prior to such settlement or disposition.

Tax Withholding. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the ParticipantAwardee’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the ParticipantAwardee’s participation in the Plan and legally applicable to the Participant Awardee (“Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s his or her responsibility and that such liability may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant Awardee further acknowledges that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsRestricted Stock Units, including, but not limited to, the grant, vesting or settlement of the TBS RSUsRestricted Stock Units, the issuance of Stock upon settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement Stock and the receipt of any dividends and/or any dividend equivalents; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs Restricted Stock Units to reduce or eliminate the ParticipantAwardee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is Awardee has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, the Participant 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. Prior Awardee’s Tax-Related Items subject to any relevant taxable or tax a withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to 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 all the Tax-Related ItemsItems due. In this regardAlternatively, the Participant authorizes or in addition, the Company or its agent the Employer may decide in their sole and absolute discretion to satisfy any applicable withholding obligations with regard to all Awardee’s obligation for Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares shares of Stock acquired upon vesting/settlement of the TBS RSUs Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the ParticipantAwardee’s behalf pursuant to this authorization without further consentauthorization); or (iiiii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date any other way set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement Section 10.7. of the TBS RSUs; provided that to the extent necessary to Plan. To avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding methodnegative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in SharesStock, for tax purposes, the Participant Awardee is deemed to have been issued the full number of Shares shares of Stock subject to the vested AwardRestricted Stock Units, notwithstanding that a number of the Shares are shares is held back solely for the purpose purposes of paying the Tax-Related ItemsItems due as a result of any aspect of Awardee’s participation in the Plan. Finally, the Participant agrees to Awardee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the ParticipantAwardee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares Stock or the proceeds of the sale of SharesStock, if the Participant Awardee fails to comply with the ParticipantAwardee’s obligations in connection with the Tax-Related Items.

Tax Withholding. The Participant acknowledges that, regardless Regardless of any action taken by the Company orCompany, or if different, the ParticipantAwardee’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the ParticipantAwardee’s participation in the Plan and legally applicable to the Participant Awardee (“Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s his or her responsibility and that such liability may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant Awardee further acknowledges that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsRestricted Stock Units, including, but not limited to, the grant, vesting or settlement of the TBS RSUsRestricted Stock Units, the issuance of Stock upon settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement Stock and the receipt of any dividends and/or any dividend equivalents; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs Restricted Stock Units to reduce or eliminate the ParticipantAwardee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is Awardee has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, the Participant 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. Prior Awardee’s Tax-Related Items subject to any relevant taxable or tax a withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to obligation by the Company and/or the Employer shall be satisfied through a net share 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 all the Tax-Related ItemsItems due. In this regardAlternatively, the Participant authorizes or in addition, the Company or its agent the Employer may decide in their sole and absolute discretion to satisfy any applicable withholding obligations with regard to all Awardee’s obligation for Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares shares of Stock acquired upon vesting/settlement of the TBS RSUs Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the ParticipantAwardee’s behalf pursuant to this authorization without further consentauthorization); or (iiiii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date any other way set forth in Sections 2 or 3 Section 15 of this Agreement in order to the Plan; provided, however, that if Awardee is a Section 16 officer of the Company under the Exchange Act, then the Company will satisfy any withholding obligation only through a net share issuance of shares, unless the use of such withholding method creates adverse results under applicable tax or securities law or has materially adverse accounting consequences, in which case the obligation for Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall may be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable satisfied by method (i) or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c(ii) of this Agreementabove, or if otherwise approved in advance by the Committee or the Boarda combination thereof. Depending on the withholding methodTo avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may Awardee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in SharesStock, for tax purposes, the Participant Awardee is deemed to have been issued the full number of Shares shares of Stock subject to the vested AwardRestricted Stock Units, notwithstanding that a number of the Shares are shares is held back solely for the purpose purposes of paying the Tax-Related ItemsItems due as a result of any aspect of Awardee’s participation in the Plan. Finally, the Participant agrees to Awardee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the ParticipantAwardee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares Stock or the proceeds of the sale of SharesStock, if the Participant Awardee fails to comply with the ParticipantAwardee’s obligations in connection with the Tax-Related Items.

Tax Withholding. The Participant Colleague acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), is and remains the ParticipantColleague’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant Colleague further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUs, including, but not limited to, the grant, vesting or settlement of the TBS RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs to reduce or eliminate the ParticipantColleague’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant Colleague is subject to Tax-Related Items in more than one jurisdiction, the Participant Colleague acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant Colleague agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Colleague authorizes the Company and/or the Employer, or its agent their respective agents, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. FurtherIn the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, notwithstanding anything herein by the Colleague’s acceptance of the RSUs, the Colleague authorizes the Company and/or the Employer, or their respective agents, to (i) withhold from the Colleague’s wages or other cash amounts payable to the contrary, Colleague from the Company may cause or the Employer, (ii) sell on the Colleague’s behalf a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a whole number of Shares with a value that does not exceed from those Shares issued to the liability Colleague as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 or (iii) utilize any other method of the Exchange Act, withholding determined by the Company will not withhold in Shares upon and permitted by applicable laws and the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the BoardPlan. Depending on the withholding method, the The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum applicable ratesrates applicable in the Colleague’s jurisdiction(s). In the event of over-withholding, in which case the Participant Colleague may receive a refund of any over-withheld amount in cash and will have (with no entitlement to the Stock Share equivalent), or if not refunded, the Colleague may seek a refund from the local tax authorities. In the event of under-withholding, the Colleague may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant Colleague is deemed to have been issued the full number of Shares subject to the vested AwardRSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant Colleague agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the ParticipantColleague’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant Colleague fails to comply with the ParticipantColleague’s obligations in connection with the Tax-Related Items.

Tax Withholding. The Lessee agrees that in the event the Lessee, the Lessor, the Indenture Trustee or the Owner Participant acknowledges is required by law to withhold Taxes from any payment of Rent, the Lessee shall make such withholding and shall pay the full amount withheld to the applicable taxing authority or other authority in accordance with Applicable Law, and the Lessee shall pay an additional amount on an After-Tax Basis such that, regardless after deduction of any action taken all amounts required to be withheld, the net amount actually received by the Company orLessor and the Indenture Trustee on an After-Tax Basis will equal the amount that would have been received absent such withholding, if differentprovided that in no event shall the net amount paid after deduction for such withholding tax be less than the amount payable prior to the calculation of such withholding tax and the amount payable under this Article VII. Upon presentment of evidence of payment of withheld Taxes, and provided that no Material Default or Event of Default has occurred and is continuing, the Participant’s employer Lessee shall be entitled to reimbursement from the Owner Participant on an After-Tax Basis (such reimbursement being sufficient to place the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation Lessee in the Plan and legally applicable same position it would have been in if no such withholding had been imposed) for any such additional amount with respect to the Participant (“Tax-Related Items”), is and remains the Participant’s responsibility and may exceed the amount, if any, actually any withholding for United States federal income Taxes required to be withheld solely by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect reason of the TBS RSUs, including, but not limited to, the grant, vesting or settlement status of the TBS RSUs, the subsequent sale Owner Participant as a Non-U.S. Person. Notwithstanding any other provision of Shares acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein Article VII to the contrary, the Company may cause a portion Lessee will indemnify the Owner Trustee, the Trust Estate and the Owner Participant (and any Affiliate of any of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy foregoing) on an After-Tax Basis for any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be obligation with respect to a number United States federal withholding Taxes imposed on the Owner Trustee, the Trust Estate or the Owner Participant (or any Affiliate of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding any of the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement with respect to the Stock equivalent. If Notes (or any debt issued to refinance or refund the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company Notes) or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied a claim by the means previously describedInternal Revenue Service (the "Service") asserted against the Trust Estate, the Owner Trustee or the Owner Participant (or any Affiliate of any of the foregoing) with respect to such withholding Tax; provided, however, that (A) the Lessee shall be subrogated to the rights and defenses of the Owner Trustee, the Trust Estate and the Owner Participant (and any Affiliate of any of the foregoing) in respect of such withholding Taxes, including the rights and defenses set forth under the Operative Documents, and (B) the Lessee shall have no indemnification obligation under this sentence if such obligation of the Owner Trust, the Owner Trustee or the Owner Participant (or any Affiliate of any of the foregoing) results solely from the status of the Owner Participant as a Non- U.S. Person. The Company may refuse to issue or deliver the Shares or the proceeds Indenture Trustee shall comply with Section 2.04 of the sale of Shares, if Indenture with respect to withholding taxes on payments due on the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related ItemsNotes.

Tax Withholding. The Participant acknowledges thatEmployee timely shall pay to the Company such amount as the Company may be required, regardless 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 Common Stock which otherwise would be delivered to the Employee pursuant to the Award, 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 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 action taken 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 to deduct such cash payment from any amount payable by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related any Affiliate to the Participant’s participation in the Plan and legally applicable Employee, including without limitation any amount payable to the Participant (“Tax-Related Items”)Employee as salary or wages. Notwithstanding the foregoing provisions of this Section 4.3, is and remains an Employee shall satisfy his or her obligation to advance employment taxes owed prior to the Participant’s responsibility and may exceed date that the amountRestriction Period with respect to the Award terminates, if any, actually withheld 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 or any Affiliate to the EmployerEmployee, including without limitation any amount payable to the Employee as salary or wages. The Participant further acknowledges Employee agrees that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items authorizations set forth in connection this Section 4.3 with any aspect of the TBS RSUs, including, but not limited to, the grant, vesting or settlement of the TBS RSUs, the subsequent sale of Shares acquired pursuant respect to such settlement and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) deducting cash payments from future amounts payable may be required to withhold or account for Tax-Related Items in more than one jurisdictionreauthorized via electronic means determined by the Company. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory The Employee may revoke these authorizations by written notice to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Itemsdeduction.

Tax Withholding. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Participant’s or an Affiliate which is your employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if technically due by the Company or the Employer (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company and/or the Employer Employer: (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsAward, including, but not limited to, including the grant, vesting or settlement of the TBS RSUsRestricted Share Rights, the issuance of shares of Common Stock upon settlement of the Restricted Share Rights, the subsequent sale of Shares shares of Common Stock acquired pursuant to such settlement issuance and the receipt of any dividends and/or any dividend equivalents; and (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs Award to reduce or eliminate the Participant’s your liability for such Tax-Related Items or to achieve any particular tax result. Further, if the Participant is you are subject to Tax-Related Items tax on the Award in more than one jurisdictionjurisdiction at the time of any relevant taxable event, the Participant acknowledges you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to you shall pay or make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes you authorize the Company and/or the Employer, or its agent their respective agents, at their discretion and pursuant to such procedures as the Company may specify from time to time, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by one or a combination of the following: (i1) withholding from the Participant’s any wages or other cash compensation paid to the Participant you by the Company and/or the Employer; or (ii2) withholding from proceeds of the sale of Shares shares of Common Stock acquired upon vesting and settlement of the TBS RSUs Restricted Share Rights either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s your behalf pursuant to this authorization without further consentauthorization); or (iii3) withholding in Shares shares of Common Stock to be issued upon vesting and settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related ItemsRestricted Share Rights. Notwithstanding the foregoing, if the Participant is an officer you are subject to the short-swing profit rules of Section 16 16(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), the Company will not withhold in Shares shares of Common Stock upon the relevant taxable tax withholding event[, except with respect to any Tax-Related Items required to be withheld prior to the vesting dates set forth in paragraph 2 which may be withheld from your wages or other cash compensation], unless such withholding method is prevented by applicable law or has materially adverse accounting or tax consequences, in which case the Tax-Related Items withholding event other than where U.S. federal tax withholding is required upon lapse obligation may be satisfied by one or a combination of the forfeiture restrictions pursuant to Sections 3(cmethods (1) of this Agreement, or if otherwise approved in advance by the Committee or the Boardand (2) above. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may you will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. Anything to the contrary in this paragraph 5 notwithstanding, the Company or the Employer’s right to withhold any amounts payable pursuant to this Award to cover Tax-Related Items for any portion of the Award that is considered deferred compensation subject to Section 409A shall be limited to the minimum amount permitted to avoid a prohibited acceleration under Section 409A. If the obligation for Tax-Related Items is satisfied by withholding in Sharesshares of Common Stock, for tax purposes, the Participant is you will be deemed to have been issued the full number of Shares shares of Common Stock subject to the vested AwardRestricted Share Rights, notwithstanding that a number of the Shares shares of Common Stock are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of your participation in the Plan. Finally, the Participant agrees to you shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares shares or the proceeds of the sale of Sharesshares of Common Stock, if the Participant fails you fail to comply with the Participant’s your obligations in connection with the Tax-Related Items.

Tax Withholding. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for Corporation or your Employer take with respect to any or all income taxtax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains the Participant’s your responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Corporation and your Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUs, including, but not limited toincluding the grant of the RSUs, the grant, vesting or settlement of the TBS RSUs, the subsequent sale of Shares any shares of Common Stock acquired pursuant to such settlement the RSUs and the receipt of any dividends and/or or dividend equivalents; , and (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax resultItems. Further, if the Participant is you are or become subject to Tax-Related Items taxation in more than one jurisdictioncountry, the Participant acknowledges you acknowledge that the Company 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 jurisdictioncountry. Prior to any relevant taxable or tax the delivery of shares of Common Stock upon the vesting of your RSUs, if your country of residence (and/or the country of employment, if different) requires withholding event, as applicableof Tax-Related Items, the Participant agrees Corporation shall be authorized to make adequate arrangements satisfactory withhold a sufficient number of whole shares of Common Stock otherwise issuable upon the vesting of the RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld with respect to the Company and/or shares of Common Stock. In cases where the Employer Fair Market Value of the number of whole shares of Common Stock withheld is greater than the Tax-Related Items required to satisfy all be withheld, the Corporation shall make a cash payment to you equal to the difference as soon as administratively practicable. The cash equivalent of the shares of Common Stock withheld will be used to settle the obligation to withhold the Tax-Related Items. In this regardthe event that withholding in shares of Common Stock is prohibited or problematic under Applicable Laws or otherwise may trigger adverse consequences to the Corporation or your Employer, your Employer is authorized to withhold the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items required to be withheld with respect to the shares of 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 one the Corporation or a combination of the following: (i) withholding from the Participant’s through your regular salary and/or wages or other cash compensation paid amounts payable to you by your Employer, no shares of Common Stock will be issued to you (or your estate) upon vesting of the RSUs unless and until satisfactory arrangements have been made by you with respect to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds payment of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the CodeCorporation or your Employer determines, the number of TBS RSUs so accelerated and settled shall in its sole discretion, must be withheld or collected with respect to a number such RSUs. By accepting this grant of Shares with a value that does not exceed RSUs, you expressly consent to the liability withholding of shares of Common Stock and/or withholding from your regular salary and/or wages or other amounts payable to you as provided for such hereunder. All other Tax-Related Items. Notwithstanding Items related to the foregoing, if the Participant is an officer subject to Section 16 RSUs and any shares of the Exchange Act, the Company will not withhold Common Stock delivered in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Boardpayment thereof are your sole responsibility. Depending on the withholding method, the Company Corporation or your Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable ratesrates in your jurisdiction(s), in which case the Participant you may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalentequivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in Sharesshares of Common Stock, for tax purposes, the Participant is you shall be deemed to have been issued the full number of Shares shares of Common Stock subject to the vested AwardRSUs, notwithstanding that a number of the Shares shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Tax Withholding. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company or, if different, the Participant’s employer Affiliate that employs you (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to you or deemed by the Participant Company or the Employer in their discretion to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer, if any. The Participant You further acknowledges acknowledge that the Company and/or the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsPSUs, including, but not limited to, the grant, vesting or settlement of the TBS RSUsPSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or or dividend equivalents; and (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs PSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is you are subject to Tax-Related Items in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, the Participant acknowledges as applicable, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, the Participant agrees you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes you authorize the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s your wages or other cash compensation paid to the Participant you by the Company and/or the Employer; or (ii) withholding from the proceeds of the sale of Shares acquired upon settlement vesting of the TBS RSUs PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s your behalf pursuant to this authorization without further consent); or (iii) withholding in from the Shares to be issued delivered upon settlement of the TBS RSUs. Further, notwithstanding anything herein PSUs that number of Shares having a Fair Market Value equal to the contrary, amount required by law to be withheld; or (iv) permitting you to tender back to the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with delivered upon settlement of the PSUs or Shares previously owned by you having a value that does not exceed Fair Market Value equal to the liability amount required by law to be withheld. For purposes of the foregoing, no fractional Share will be withheld or issued pursuant to the grant of the PSUs and the issuance of Shares hereunder. Notwithstanding the foregoing, if you are a Section 16 Participant, your withholding obligations shall be satisfied as described in clause (iii) above, unless the Committee approves another form of payment for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates (as determined by the Company in good faith and in its sold discretion) or other applicable withholding rates, including maximum applicable rates, in which case the Participant may you will receive a refund of any over-withheld amount from the relevant taxing authority in cash and will have no entitlement to the Stock share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Sharesfrom the Shares to be delivered upon vesting of the PSUs, for tax purposes, the Participant is you are deemed to have been issued the full number of Shares subject to the vested AwardPSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees You agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of from the sale of Shares, if Shares until arrangements satisfactory to the Participant fails to comply with the Participant’s obligations Administrator have been made in connection with the Tax-Related Items. You will have no further rights with respect to any Shares that are retained by the Company pursuant to this provision.

Tax Withholding. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”)your employer, the ultimate liability for any or all income tax, social insuranceinsurance contributions, payroll tax, fringe benefits tax, payment on account tax or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to the Participant you (“Tax-Related Items”), ) is and remains the Participant’s your responsibility and may exceed the amount, if any, actually amount withheld by the Company or the Employeryour employer. The Participant You further acknowledges acknowledge that the Company and/or the Employer your employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUs, including, but not limited to, the grant, vesting or settlement of the TBS RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalents; Award and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs Award to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is you are subject to Tax-Related Items in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, the Participant acknowledges as applicable, you acknowledge that the Company and/or the Employer your employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to You agree that the Company and/or the Employer to may satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company or its agent to satisfy such withholding by any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the followingfollowing methods: (i) withholding from the Participant’s wages by requiring you to pay such amount in cash or check; (ii) by deducting such amount out of any other cash compensation paid otherwise payable to the Participant you; (iii) by the Company and/or the Employer; or (ii) withholding from proceeds a number of shares issuable in respect of the sale of Shares acquired upon settlement of the TBS RSUs either through Award having a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein fair market value equal to the contrary, the Company may cause a portion amount of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior the Company determines it or your employer is required to withhold; and/or (iv) arranging for the Company’s designated broker (if any, or any broker acceptable to the date of settlement of Company) to sell shares on the TBS RSUs; provided that Vesting Date having a fair market value equal to the extent necessary to avoid a prohibited distribution under Section 409A amount of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable ratesthat the Company determines it is required to withhold (and, in which the case of using the Participant may receive a refund Company’s designated broker, you authorize such sale by accepting the terms of any over-withheld amount in cash and will have no entitlement to the Stock equivalentthis Award). If the obligation for Tax-Related Items is satisfied by withholding in Sharesshares, for tax purposes, the Participant is you are deemed to have been issued the full number of Shares shares subject to the vested Award, notwithstanding that a number of the Shares shares are held back solely for the purpose of paying the Tax-Related Items. Finally, If the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company are not satisfied for any reason or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails you otherwise fail to comply with the Participant’s your obligations in connection with the Tax-Related ItemsItems as described in this section, the Company may refuse to deliver the shares pursuant to this Award.

Tax Withholding. The Participant Colleague acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), Employer the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), is and remains the ParticipantColleague’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant Colleague further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsPRSUs, including, but not limited to, the grant, vesting or settlement of the TBS RSUsPRSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs PRSUs to reduce or eliminate the ParticipantColleague’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant Colleague is subject to Tax-Related Items in more than one jurisdiction, the Participant Colleague acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant Colleague agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Colleague authorizes the Company and/or the Employer, or its agent their respective agents, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the BoardPRSUs. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may Colleague will receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant Colleague is deemed to have been issued the full number of Shares subject to the vested AwardPRSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant Colleague agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the ParticipantColleague’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant Colleague fails to comply with the ParticipantColleague’s obligations in connection with the Tax-Related Items.

Tax Withholding. The Participant Colleague acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), Employer the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), is and remains the ParticipantColleague’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant Colleague further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsPRSUs, including, but not limited to, the grant, vesting or settlement of the TBS RSUsPRSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs PRSUs to reduce or eliminate the ParticipantColleague’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant Colleague is subject to Tax-Related Items in more than one jurisdiction, the Participant Colleague acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant Colleague agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Colleague authorizes the Company and/or the Employer, or its agent their respective agents, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUsPRSUs. FurtherIn the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, notwithstanding anything herein by the Colleague’s acceptance of the PRSUs, the Colleague authorizes the Company and/or the Employer, or their respective agents, to (i) withhold from the Colleague’s wages or other cash amounts payable to the contrary, Colleague from the Company may cause or the Employer, (ii) sell on the Colleague’s behalf a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a whole number of Shares with a value that does not exceed from those Shares issued to the liability Colleague as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 or (iii) utilize any other method of the Exchange Act, withholding determined by the Company will not withhold in Shares upon and permitted by applicable laws and the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the BoardPlan. Depending on the withholding method, the The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum applicable ratesrates applicable in my jurisdiction(s). In the event of over-withholding, in which case the Participant Colleague may receive a refund of any over-over- withheld amount in cash and will have (with no entitlement to the Stock Share equivalent), or if not refunded, the Colleague may seek a refund from the local tax authorities. In the event of under-withholding, the Colleague may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant Colleague is deemed to have been issued the full number of Shares subject to the vested AwardPRSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant Colleague agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the ParticipantColleague’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant Colleague fails to comply with the ParticipantColleague’s obligations in connection with the Tax-Related Items.

Tax Withholding. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, or the ParticipantGrantee’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant withholding (“Tax-Related Items”), the Grantee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the ParticipantGrantee’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1i) make no representations or nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this grant of a Performance Award, including the TBS RSUs, including, but not limited to, the grant, grant and vesting or settlement of the TBS RSUsPerformance Award, subsequent delivery of the [Shares related to such Performance Award or the subsequent sale of any Shares acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalents; Performance Award]/[cash payment] and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs this grant of a Performance Award to reduce or eliminate the ParticipantGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled The Grantee shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the ParticipantGrantee’s participation in the Plan or receipt of a Performance Award that cannot be satisfied by the means previously describeddescribed below. Further, if the Grantee is subject to tax in more than one jurisdiction, the Grantee acknowledges that the Company and/or Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, Performance Award payment if the Participant Grantee fails to comply with the ParticipantGrantee’s obligations in connection with the Tax-Related Items.

Tax Withholding. The Participant acknowledges that, regardless Regardless of any action taken by the Company orCompany, or if different, the ParticipantAwardee’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the ParticipantAwardee’s participation in the Plan and legally applicable to the Participant Awardee (“Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s his responsibility and that such liability may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant Awardee further acknowledges that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsRestricted Stock Units, including, but not limited to, the grant, vesting or settlement of the TBS RSUsRestricted Stock Units, the issuance of Stock upon settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement Stock and the receipt of any dividends and/or any dividend equivalents; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs Restricted Stock Units to reduce or eliminate the ParticipantAwardee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is Awardee has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, the Participant 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. Prior Awardee’s Tax-Related Items subject to any relevant taxable or tax a withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to obligation by the Company and/or the Employer shall be satisfied through a net share 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 all the Tax-Related ItemsItems due. In this regardAlternatively, the Participant authorizes or in addition, the Company or its agent the Employer may decide in their sole and absolute discretion to satisfy any applicable withholding obligations with regard to all Awardee’s obligation for Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares shares of Stock acquired upon vesting/settlement of the TBS RSUs Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the ParticipantAwardee’s behalf pursuant to this authorization without further consentauthorization); or (iiiii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date any other way set forth in Sections 2 or 3 Section 15 of this Agreement in order to the Plan; provided, however, that if Awardee is a Section 16 officer of the Company under the Exchange Act, then the Company will satisfy any withholding obligation only through a net share issuance of shares, unless the use of such withholding method creates adverse results under applicable tax or securities law or has materially adverse accounting consequences, in which case the obligation for Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall may be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable satisfied by method (i) or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c(ii) of this Agreementabove, or if otherwise approved in advance by the Committee or the Boarda combination thereof. Depending on the withholding methodTo avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may Awardee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in SharesStock, for tax purposes, the Participant Awardee is deemed to have been issued the full number of Shares shares of Stock subject to the vested AwardRestricted Stock Units, notwithstanding that a number of the Shares are shares is held back solely for the purpose purposes of paying the Tax-Related ItemsItems due as a result of any aspect of Awardee’s participation in the Plan. Finally, the Participant agrees to Awardee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the ParticipantAwardee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares Stock or the proceeds of the sale of SharesStock, if the Participant Awardee fails to comply with the ParticipantAwardee’s obligations in connection with the Tax-Related Items.

Tax Withholding. The Participant acknowledges that, regardless This provision supplements the “Tax Withholding” section of any action taken by the Agreement: In the event that the Company or, if different, does not satisfy withhold Shares to satisfy the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges agrees that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUs, including, but not limited to, the grant, vesting or settlement of the TBS RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs to reduce or eliminate may calculate the Participant’s liability for Tax-Related Items or achieve be withheld and accounted for by reference to maximum applicable rates, without prejudice to any particular right that Participant may have to recover any overpayment from Her Majesty’s Revenue and Customs (“HMRC”). The Employer will make a payment on account for the Participant’s income tax resultliability. Further, if If the Participant is subject does not reimburse the Employer for the amount of such payment on account (through withholding or other payment) within ninety (90) days of the end of the U.K. financial year (April 6 to Tax-Related Items April 5) in more than one jurisdictionwhich such liability arises or such other period specified in the ITEPA 2003 (the “Due Date”), the amount of any uncollected income tax liability shall constitute a loan owed by the Participant acknowledges to the Employer, effective as of the Due Date. The Participant agrees that the Company and/or loan will bear interest at the Employer (or former employerthen-current Official Rate of HMRC, as applicable) may it shall be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding eventimmediately due and repayable, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes and the Company or its agent to satisfy the Employer may recover it at any applicable withholding obligations with regard to all Tax-Related Items time by one or a combination any of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date means set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement Tax Withholding section of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related ItemsAgreement. Notwithstanding the foregoing, if the Participant is an a director or executive officer subject to of the Company (within the meaning of Section 16 13(k) of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes), the Participant is deemed to have been issued shall not be eligible for such a loan and the full number amount of Shares subject any income tax not collected by the Due Date may constitute a benefit to the vested Award, notwithstanding that a number of Participant on which additional income tax and National Insurance contributions (“NICs”) may be payable. The Participant will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the Shares are held back solely self-assessment regime and for reimbursing the Company and/or the Employer (as appropriate) for the purpose value of paying the Tax-Related Items. Finallyany NICs due on this additional benefit, which may be recovered from the Participant agrees to pay to by the Company or the Employer at any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result time thereafter by any of the Participant’s participation means referred to in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the TaxAgreement. UNITED STATES OF AMERICA There are no country-Related Itemsspecific provisions.

Tax Withholding. As a condition to the settlement of the Award, the Grantee agrees to make adequate provision for all income tax, social insurance, social contribution, payroll tax, fringe benefits tax, payment on account, or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”). The Participant Grantee acknowledges that, regardless of any action taken by the Company or, if different, any affiliate of the Participant’s employer Company to whom the Grantee is rendering services (the “EmployerService Recipient”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), Items is and remains the ParticipantGrantee’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the EmployerService Recipient. The Participant Grantee further acknowledges that the Company and/or the Employer Service Recipient (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsAward, including, but not limited to, the grant, vesting vesting, or settlement of the TBS RSUs, Award; the subsequent sale of Shares acquired pursuant to such settlement settlement; and the receipt of any dividends and/or dividend equivalentsdividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs Award to reduce or eliminate the ParticipantGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant Grantee is subject to Tax-Related Items in more than one jurisdiction, the Participant Grantee acknowledges that the Company and/or the Employer Service Recipient (or former employerservice recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, the Participant Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer Service Recipient to satisfy all Tax-Related Items. In this regard, the Participant Grantee authorizes the Company and/or the Service Recipient, or its agent their respective agents, at their discretion, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by one or a combination of (to the following: maximum extent permitted by applicable law): (i) requiring a cash payment paid by the Grantee; (ii) withholding from the ParticipantGrantee’s wages or other cash compensation paid to the Participant Grantee by the Company and/or any affiliate of the EmployerCompany; or (iiiii) withholding from proceeds of the sale of Shares acquired upon at settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company Award (in each case on the ParticipantGrantee’s behalf pursuant to this authorization and without further consent); or and/or (iiiiv) withholding in from the Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Boardsettlement. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant ​ ​ LanzaTech 2023 Long-Term Incentive Plan 1 Employee RSU Award Agreement – Exhibit A ​ ​ Grantee is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant Grantee agrees to pay to the Company or and/or the Employer Service Recipient any amount of Tax-Related Items that the Company or and/or the Employer Service Recipient may be required to withhold or account for as a result of the ParticipantGrantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant Grantee fails to comply with the ParticipantGrantee’s obligations in connection with the Tax-Related Items.

Tax Withholding. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”)Company, the ultimate liability for any or all income tax, social insuranceinsurance contributions, payroll tax, fringe benefits tax, payment on account tax or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to the Participant you (“Tax-Related Items”), ) is and remains the Participant’s your responsibility and may exceed the amount, if any, actually withheld by the Company or the EmployerCompany. The Participant You further acknowledges acknowledge that the Company and/or the Employer (1) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUs, including, but not limited to, the grant, vesting or settlement of the TBS RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalents; Award and (2) do does not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs Award to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is you are subject to Tax-Related Items in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, the Participant acknowledges as applicable, you acknowledge that the Company and/or the Employer (one of its foreign Subsidiaries or former employer, as applicable) Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior As a condition of this Award, you agree to any relevant taxable pay or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regardwithholding obligations, the Participant authorizes if any, of the Company or its agent by the applicable due date. If the Company determines to withhold taxes, you agree that the Company may satisfy such withholding by any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the followingfollowing methods: (i) withholding from the Participant’s wages by requiring you to pay such amount in cash or check; (ii) by deducting such amount out of any other cash compensation paid otherwise payable to the Participant you; (iii) by the Company and/or the Employer; or (ii) withholding from proceeds a number of shares issuable in respect of the sale of Shares acquired upon settlement of the TBS RSUs either through Award having a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein fair market value equal to the contrary, the Company may cause a portion amount of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior the Company determines it is required to withhold; and/or (iv) arranging for the Company’s designated broker (if any, or any broker acceptable to the date of settlement of the TBS RSUs; provided that Company) to sell shares having a fair market value equal to the extent necessary to avoid a prohibited distribution under Section 409A amount of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable ratesthat the Company determines it is required to withhold (and, in which the case of using the Participant may receive a refund Company’s designated broker, you authorize such sale by accepting the terms of any over-withheld amount in cash and will have no entitlement to the Stock equivalentthis Award). If the obligation for Tax-Related Items is satisfied by withholding in Sharesshares, for tax purposes, the Participant is you are deemed to have been issued the full number of Shares shares subject to the vested Award, notwithstanding that a number of the Shares shares are held back solely for the purpose of paying the Tax-Related Items. Finally, If the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company are not satisfied for any reason or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails you otherwise fail to comply with the Participant’s your obligations in connection with the Tax-Related ItemsItems as described in this section, the Company may refuse to deliver the shares pursuant to this Award.

Tax Withholding. The Participant acknowledges that, regardless To meet the obligations of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for with respect to any and all income tax, (including federal, state and local taxes), social insuranceinsurance contributions, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant withholding (“Tax-Related Items”)) under any applicable domestic or foreign, is and remains the Participant’s responsibility and may exceed the amountfederal, if anystate or local statute, actually withheld by the Company ordinance, rule, or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items regulation in connection with any aspect of the TBS RSUsRestricted Stock Units, including, but not limited toincluding the grant of the Restricted Stock Units, the grant, vesting or settlement of the TBS RSUsRestricted Stock Units, the conversion of the Restricted Stock Units into shares or the receipt of an equivalent cash payment, the subsequent sale of Shares any shares acquired pursuant to such settlement at vesting and the receipt of any dividends and/or dividend equivalents; and dividends, the Committee shall require that the Company withhold a number of whole shares of Company Stock otherwise deliverable having a Fair Market Value sufficient to satisfy the statutory minimum (2or such higher amount as is allowable without adverse accounting consequences) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs to reduce or eliminate the Participant’s liability estimated total obligation for Tax-Related Items associated with any aspect of the Restricted Stock Units. The Company may also in lieu of or achieve any particular tax result. Furtherin addition to the foregoing, if at its sole discretion, (i) require the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that deposit with the Company and/or the Employer (an amount of cash sufficient to meet his or former employer, as applicable) may be required to withhold or account her obligation for Tax-Related Items in more than one jurisdiction. Prior , (ii) withhold the required amounts from the Participant’s pay during the pay periods next following the date on which any such applicable tax liability otherwise arises, and/or (iii) sell or arrange for the sale of shares to any relevant taxable or tax withholding event, as applicable, be issued on the Participant agrees to make adequate arrangements satisfactory to vesting of the Company and/or the Employer Restricted Stock Units to satisfy all the Participant’s and the Company’s obligation for Tax-Related Items. In this regard, the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from If the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the ParticipantCompany’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding as described in Shares(iii) of this section, the Company will endeavor to sell only the number of shares required to satisfy the Participant’s and the Company’s obligation for tax purposesTax-Related Items; however, the Participant is deemed agrees that the Company may sell more shares than necessary to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying cover the Tax-Related Items. Finally, The Company shall not deliver any of the shares of Company Stock until and unless the Participant agrees has made the deposit required herein or proper provision for required withholding has been made. The Participant hereby consents to pay to any action reasonably taken by the Company to meet his or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account her obligation for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Tax Withholding. The Participant Optionee acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”)Partnership Group, the ultimate liability for all income taxtax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the ParticipantOptionee’s participation in the Plan and legally applicable to the Participant Optionee (“Tax-Related Items”), ) is and remains the ParticipantOptionee’s responsibility and may exceed the amount, if any, actually withheld by the Company or the EmployerPartnership Group. The Participant Optionee further acknowledges that the Company and/or the Employer Partnership Group (1i) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsOptions, including, but not limited toincluding the grant of Options, the grantvesting of Options, vesting or settlement the exercise of the TBS RSUsOptions, the subsequent sale of Shares any Units acquired pursuant to such settlement the Options and the receipt of any dividends and/or dividend equivalentsdividends; and (2ii) do does not commit to and are is under no obligation to structure the terms of the grant or any aspect of the TBS RSUs Options to reduce or eliminate the ParticipantOptionee’s liability for Tax-Related Items or achieve any particular tax resultItems. Further, if the Participant is Optionee becomes subject to Tax-Related Items taxation in more than one jurisdictioncountry, the Participant Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) Partnership Group may be required to withhold or account for Tax-Related Items in more than one jurisdictioncountry. Prior to any relevant taxable or tax the delivery of Units upon exercise of the Options, if Optionee’s country of residence (and country of employment, if different) requires withholding eventof Tax-Related Items, as applicable, the Participant Optionee agrees to make adequate arrangements satisfactory to the Company and/or the Employer Partnership Group to satisfy all Tax-Related Items. In this regard, the Participant authorizes General Partner may either (i) require that Optionee pay to the Company Partnership or its agent the Service Recipient, in cash, check and/or cash equivalent, the amount necessary to satisfy any applicable withholding obligations with regard to all pay the Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid required to the Participant by the Company and/or the Employer; be withheld or (ii) withholding from proceeds withhold a sufficient number of whole Units otherwise issuable upon exercise of the sale of Shares acquired upon settlement of Options that have an aggregate fair market value sufficient to pay the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior required to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be withheld with respect to a number of Shares with a value that does not exceed the liability for such Units. Alternatively, the Partnership Group (as determined by the General Partner in its sole discretion) may (i) withhold the Tax-Related Items. Notwithstanding Items required to be withheld with respect to the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold Units in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreementcash from Optionee’s regular salary and/or wages, or if otherwise approved in advance other amounts payable to Optionee or (ii) provide for another method of withholding permitted by the Committee or the Boardapplicable law. Depending on the withholding method, the Company Partnership Group may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding ratesrates in Optionee’s jurisdiction(s), including maximum applicable ratesrates if so determined by the General Partner in its sole discretion, in which case the Participant Optionee may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalentequivalent number of Units. If the obligation for Tax-Related Items is satisfied by withholding in SharesUnits, for tax purposes, the Participant Optionee is deemed to have been issued the full number of Shares Units subject to the vested Awardexercised Options, notwithstanding that a number of the Shares Units are held back solely for the purpose of paying the Tax-Related Items. FinallyIn the event the withholding requirements are not satisfied by the method determined by the General Partner, no Units will be issued to Optionee (or Optionee’s estate) upon exercise of the Participant agrees to pay Options unless and until satisfactory arrangements (as determined by the General Partner) have been made by Optionee with respect to the Company or the Employer payment of any amount of Tax-Related Items that the Company General Partner determines, in its sole discretion, must be withheld or collected with respect to such Options. By accepting the Employer may be required Options, Optionee expressly consents to withhold the withholding of Units and/or withholding from Optionee’s regular salary and/or wages or account other amounts payable to Optionee and/or any other method of withholding determined by the General Partner and permitted under applicable law as provided for as a result of hereunder. All other Tax-Related Items related to the ParticipantOptions and any Units delivered in payment thereof are Optionee’s participation in sole responsibility. In the Plan that canevent the withholding requirements are not be satisfied by the means previously described. The Company may refuse method determined by the Company, no Units will be issued to issue Participant (or deliver the Shares or the proceeds Participant’s estate) upon exercise of the sale Options unless and until satisfactory arrangements (as determined by the General Partner) have been made by Optionee with respect to the payment of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the any Tax-Related ItemsItems that the General Partner determines, in its sole discretion, must be withheld or collected with respect to such Options. By accepting the Options, Optionee expressly consents to the withholding of Units and/or withholding from Optionee’s regular salary and/or wages or other amounts payable to Optionee and/or any other method of withholding determined by the General Partner and permitted under applicable law as provided for hereunder. All other Tax-Related Items related to the Options and any Units delivered in payment thereof are Optionee’s sole responsibility.

Tax Withholding. The Participant acknowledges that, regardless Regardless of any action taken by the Company orCompany, or if different, the ParticipantAwardee’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the ParticipantAwardee’s participation in the Plan and legally applicable to the Participant Awardee (“Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s his or her responsibility and that such liability may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant Awardee further acknowledges that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsRestricted Stock Units, including, but not limited to, the grant, vesting or settlement of the TBS RSUsRestricted Stock Units, the issuance of Stock upon settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement Stock and the receipt of any dividends and/or any dividend equivalents; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs Restricted Stock Units to reduce or eliminate the ParticipantAwardee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is Awardee has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, the Participant 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. Prior Awardee’s Tax-Related Items subject to any relevant taxable or tax a withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to 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 all the Tax-Related ItemsItems due. In this regardAlternatively, the Participant authorizes or in addition, the Company or its agent the Employer may decide in their sole and absolute discretion to satisfy any applicable withholding obligations with regard to all Awardee’s obligation for Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares shares of Stock acquired upon vesting/settlement of the TBS RSUs Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the ParticipantAwardee’s behalf pursuant to this authorization without further consentauthorization); or (iiiii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date any other way set forth in Sections 2 or 3 Section 15 of this Agreement in order to the Plan; provided, however, that if Awardee is a Section 16 officer of the Company under the Exchange Act, then the Company will satisfy any withholding obligation only through a net share issuance of shares, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case the obligation for Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall may be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable satisfied by method (i) or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c(ii) of this Agreementabove, or if otherwise approved in advance by the Committee or the Boarda combination thereof. Depending on the withholding methodTo avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may Awardee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in SharesStock, for tax purposes, the Participant Awardee is deemed to have been issued the full number of Shares shares of Stock subject to the vested AwardRestricted Stock Units, notwithstanding that a number of the Shares are shares is held back solely for the purpose purposes of paying the Tax-Related ItemsItems due as a result of any aspect of Awardee’s participation in the Plan. Finally, the Participant agrees to Awardee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the ParticipantAwardee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares Stock or the proceeds of the sale of SharesStock, if the Participant Awardee fails to comply with the ParticipantAwardee’s obligations in connection with the Tax-Related Items.

Tax Withholding. The Performance Unit Awards under the Plan will be subject to withholding as required by law. To the extent that the Participant acknowledges thatis subject to withholding of federal, regardless state, or local income taxes and/or other taxes or social insurance contributions imposed by the country of residence or citizenship of the Participant or the country or residence of the Company or its Subsidiary which has the legal relationship of employer and employee with the Participant or is obligated to the Company or any of its Subsidiaries under the Company’s tax equalization or hypothetical tax policies or specific agreements relating thereto (the “Employee Taxes”), the Participant shall, at such time as the payment under this Performance Unit Award or other amounts received pursuant to this Performance Unit Award first becomes includable in the gross income of the Participant for such Employee Taxes or the time that a withholding obligation arises for the Company or any of its Subsidiaries with respect to this Performance Unit Award, as applicable, pay to the Company or its designee, or make arrangements satisfactory to the Committee or its designee regarding payment of, any and all such Employee Taxes required to be withheld with respect to such income and, if applicable, any amounts owed to the Company or its Subsidiaries under its tax equalization or hypothetical tax policies or specific agreements relating thereto. Regardless of any action taken by the Company or, if differentor any of its Subsidiaries take with respect to the Employee Taxes, the Participant’s employer (the “Employer”), Participant acknowledges that the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), Employee Taxes is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employerand a Subsidiary. The Participant further acknowledges that the Company and/or the Employer and its Subsidiaries (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items Employee Taxes in connection with any aspect of the TBS RSUsthis Performance Unit Award, including, but not limited to, the grant, vesting grant of or settlement lapse of the TBS RSUs, restrictions on this Performance Unit Award and any waiver of the subsequent sale of Shares acquired pursuant forfeiture provisions applicable to such settlement and the receipt of any dividends and/or dividend equivalentsthis Performance Unit Award; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs this Performance Unit Award to reduce or eliminate the Participant’s liability for Tax-Related Items Employee Taxes or achieve any particular tax result. Further, if the Participant is subject Subject in each case to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance approval by the Committee or the Board. Depending on the withholding methodits designee and compliance with all applicable law, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed elect to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number any withholding obligation of the Shares are held back solely for the purpose of Company or any Subsidiary satisfied, in whole or in part, by (i) paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or a Subsidiary the Employer amount of Employee Taxes in cash, check or other cash equivalent; and/or (ii) having the Company withhold from any amount of Tax-Related Items that the Company payable under this Performance Unit Award or the Employer may be required from any cash compensation payable to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, payment under this Performance Unit Award if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related ItemsEmployee Taxes.

Tax Withholding. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for Corporation or your Employer take with respect to any or all income taxtax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains the Participant’s your responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Corporation and your Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsPSUs, including, but not limited toincluding the grant of the PSUs, the grant, vesting or settlement of the TBS RSUsPSUs, the subsequent sale of Shares any shares of Common Stock acquired pursuant to such settlement the PSUs and the receipt of any dividends and/or or dividend equivalents (including any PSUs resulting from dividend equivalents; ), and (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs PSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax resultItems. Further, if the Participant is you are or become subject to Tax-Related Items taxation in more than one jurisdiction, the Participant acknowledges country you acknowledge that the Company 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 jurisdictioncountry. Prior to any relevant taxable or tax the delivery of shares of Common Stock upon the vesting of your PSUs, if your country of residence (and/or the country of employment, if different) requires withholding event, as applicableof Tax-Related Items, the Participant agrees Corporation shall be authorized to make adequate arrangements satisfactory withhold a sufficient number of whole shares of Common Stock otherwise issuable upon the vesting of the PSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld with respect to the Company and/or shares of Common Stock. The cash equivalent of the Employer shares of Common Stock withheld will be used to satisfy all settle the obligation to withhold the Tax-Related Items. In this regardthe event that withholding in shares of Common Stock is prohibited or problematic under Applicable Laws or otherwise may trigger adverse consequences to the Corporation or your Employer, your Employer is authorized to withhold the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items required to be withheld with respect to the shares of 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 one the Corporation or a combination of the following: (i) withholding from the Participant’s through your regular salary and/or wages or other cash compensation paid 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 been made by you with respect to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds payment of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the CodeCorporation or your Employer determines, the number of TBS RSUs so accelerated and settled shall in its sole discretion, must be withheld or collected with respect to a number such PSUs. By accepting this grant of Shares with a value that does not exceed PSUs, you expressly consent to the liability withholding of shares of Common Stock and/or withholding from your regular salary and/or wages or other amounts payable to you as provided for such hereunder. All other Tax-Related Items. Notwithstanding Items related to the foregoing, if the Participant is an officer subject to Section 16 PSUs and any shares of the Exchange Act, the Company will not withhold Common Stock delivered in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Boardpayment thereof are your sole responsibility. Depending on the withholding method, the Company Corporation or your Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum rates applicable ratesin your jurisdiction(s). In the event of over-withholding, in which case the Participant you may receive a refund of any over-withheld amount in cash and will have (with no entitlement to the Stock equivalentequivalent in Common Stock). In the event of under-withholding, you may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Corporation and/or your Employer. If the obligation for Tax-Related Items is satisfied by withholding in Sharesshares of Common Stock, for tax purposes, the Participant is you shall be deemed to have been issued the full number of Shares shares of Common Stock subject to the vested AwardPSUs, notwithstanding that a number of the Shares shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Tax Withholding. The Participant acknowledges thatEmployee timely shall pay to the Company such amount as the Company may be required, regardless 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 Common Stock which otherwise would be delivered to the Employee pursuant to the Award, 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 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 action taken 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 to deduct such cash payment from any amount payable by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related any Affiliate to the Participant’s participation in the Plan and legally applicable Employee, including without limitation any amount payable to the Participant (“Tax-Related Items”)Employee as salary or wages. Notwithstanding the foregoing provisions of this Section 5.3, is and remains an Employee shall satisfy his or her obligation to advance employment taxes owed prior to the Participant’s responsibility and may exceed date that the amountRestriction Period with respect to the Award terminates, if any, actually withheld 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 or any Affiliate to the EmployerEmployee, including without limitation any amount payable to the Employee as salary or wages. The Participant further acknowledges Employee agrees that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items authorizations set forth in connection this Section 5.3 with any aspect of the TBS RSUs, including, but not limited to, the grant, vesting or settlement of the TBS RSUs, the subsequent sale of Shares acquired pursuant respect to such settlement and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) deducting cash payments from future amounts payable may be required to withhold or account for Tax-Related Items in more than one jurisdictionreauthorized via electronic means determined by the Company. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory The Employee may revoke these authorizations by written notice to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Itemsdeduction.

Tax Withholding. The Participant acknowledges thatEmployee timely shall pay to the Company such amount as the Company may be required, regardless 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 any action taken Common Stock which otherwise would be delivered to the Employee pursuant to the Award, 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 orof previously-owned whole shares of Common Stock, if differenthaving 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; provided, however, that in the case of withholding of such shares, the Participant’s employer (number of shares to be withheld to satisfy the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related Required Tax Payments shall be rounded up to the Participant’s participation nearest whole share, and the Company shall reimburse the Employee in cash for any such excess tax withholding as soon as practicable thereafter. Notwithstanding the Plan and legally applicable foregoing provisions of this Section 5.3, an Employee shall satisfy his or her obligation to advance employment taxes owed prior to the Participant (“Tax-Related Items”), is and remains date that the Participant’s responsibility and may exceed Restriction Period with respect to the amountAward terminates, if any, actually withheld 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 or any Affiliate to the EmployerEmployee, including without limitation any amount payable to the Employee as salary or wages. The Participant further acknowledges Employee agrees that this authorization may be reauthorized via electronic means determined by the Company, and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUs, including, but not limited to, the grant, vesting or settlement of the TBS RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) Employee may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory revoke this authorization by written notice to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Itemsdeduction.

Tax Withholding. The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s 's employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s 's participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), is and remains the Participant’s 's responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS Special PBS RSUs, including, but not limited to, the grant, vesting or settlement of the TBS Special PBS RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalentsdividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS Special PBS RSUs to reduce or eliminate the Participant’s 's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s 's wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS Special PBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s 's behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS Special PBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares only upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance approval by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested AwardGrant, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s 's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s 's obligations in connection with the Tax-Related Items.

Tax Withholding. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for Corporation or your Employer take with respect to any or all income taxtax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains the Participant’s your responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Corporation and your Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsPSUs, including, but not limited toincluding the grant of the PSUs, the grant, vesting or settlement of the TBS RSUsPSUs, the subsequent sale of Shares any shares of Common Stock acquired pursuant to such settlement the PSUs and the receipt of any dividends and/or or dividend equivalents (including any PSUs resulting from dividend equivalents; ), and (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs PSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax resultItems. Further, if the Participant is you are or become subject to Tax-Related Items taxation in more than one jurisdiction, the Participant acknowledges country you acknowledge that the Company 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 jurisdictioncountry. Prior to any relevant taxable the delivery of shares of Common Stock upon the vesting of your PSUs, if your country of residence (and/or the country of employment, if different) requires withholding or tax withholding event, as applicablepayment of Tax-Related Items, the Participant agrees Corporation shall be authorized to make adequate arrangements satisfactory withhold a sufficient number of whole shares of Common Stock otherwise issuable upon the vesting of the PSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld with respect to the Company and/or shares of Common Stock. The cash equivalent of the Employer shares of Common Stock withheld will be used to satisfy all settle the obligation to withhold the Tax-Related Items. In this regardthe event that withholding in shares of Common Stock is prohibited or problematic under Applicable Laws or otherwise may trigger adverse consequences to the Corporation or your Employer, your Employer is authorized to withhold the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items required to be withheld with respect to the shares of 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 one the Corporation or a combination of the following: (i) withholding from the Participant’s through your regular salary and/or wages or other cash compensation paid 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 been made by you with respect to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds payment of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the CodeCorporation or your Employer determines, the number of TBS RSUs so accelerated and settled shall in its sole discretion, must be withheld or collected with respect to a number such PSUs. By accepting this grant of Shares with a value that does not exceed PSUs, you expressly consent to the liability withholding of shares of Common Stock 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. Without limiting the Corporation’s or your Employer’s authority to satisfy their withholding obligations for Tax-Related Items as set forth herein, by accepting this grant of PSUs, you authorize the Corporation and/or your Employer to withhold shares of Common Stock otherwise deliverable to you upon vesting of your PSUs to satisfy Tax-Related Items, regardless of whether the Corporation and/or your Employer have an obligation to withhold such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable The Corporation or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company your Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum rates applicable ratesin your jurisdiction(s). In the event of over-withholding, in which case the Participant you may receive a refund of any over-withheld amount in cash and will have (with no entitlement to the Stock equivalentequivalent in Common Stock). In the event of under-withholding, you may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Corporation and/or your Employer. If the obligation for Tax-Related Items is satisfied by withholding in Sharesshares of Common Stock, for tax purposes, the Participant is you shall be deemed to have been issued the full number of Shares shares of Common Stock subject to the vested AwardPSUs, notwithstanding that a number of the Shares shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Tax Withholding. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to the Participant you (“Tax-Related Items”), ) is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company and/or the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsRestricted Stock Units, including, but not limited to, the grant, vesting or settlement of the TBS RSUsRestricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs Restricted Stock Units to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is you are subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes you authorize the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by one or a combination of the following: (ia) withholding from the Participant’s your wages or other cash compensation paid to the Participant you by the Company and/or the Employer; or (iib) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s your behalf pursuant to this authorization without further consent); or (iiic) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the BoardRestricted Stock Units. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates. If the maximum rate is used, in which case the Participant may receive a refund of any over-withheld amount will be refunded to you in cash and will have by the Company or Employer (with no entitlement to the Stock Share equivalent) or if not refunded, you may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is you are deemed to have been issued the full number of Shares subject to the vested AwardRestricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees you agree to pay to the Company or the Employer Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails you fail to comply with the Participant’s your obligations in connection with the Tax-Related Items. Notwithstanding anything in this Section 17 to the contrary, to avoid a prohibited acceleration under Section 409A of the Code, if Shares subject to the Restricted Stock Units will be withheld (or sold on your behalf) to satisfy any Tax Related Items arising prior to the date of settlement of the Restricted Stock Units for any portion of the Restricted Stock Units that is considered nonqualified deferred compensation subject to Section 409A of the Code, then the number of Shares withheld (or sold on your behalf) shall not exceed the number of Shares that equals the liability for Tax-Related Items.

Tax Withholding. The Participant Optionee acknowledges that, regardless of any action taken by the Company or, if different, the ParticipantOptionee’s employer (the “Employer”), the ultimate liability for ) with respect to any or all income taxtax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the ParticipantOptionee’s participation in the Plan and legally applicable to the Participant Optionee (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the ParticipantOptionee’s personal responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant Optionee further acknowledges that the Company and/or the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsOptionee’s participation in the Plan, including, but not limited to, the grant, vesting or settlement grant of the TBS RSUsOption, the subsequent vesting of the Option, the exercise of the Option, the issuance or sale of Shares acquired pursuant to such settlement and Shares, or the receipt of any dividends and/or dividend equivalentsdividends; and (2b) do not commit to and are under no obligation to structure the terms of the grant Option or any aspect of the TBS RSUs Plan to reduce or eliminate the ParticipantOptionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant Optionee is subject to Tax-Related Items in more than one jurisdiction, the Participant Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant Optionee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Optionee authorizes the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy any applicable their withholding obligations with regard to all any Tax-Related Items by one or a combination of the following: (ia) withholding from the ParticipantOptionee’s wages or other cash compensation paid payable to the Participant Optionee by the Company and/or the Employer; or , (iib) withholding from proceeds of the sale of Shares acquired upon settlement of under the TBS RSUs Plan, either through a voluntary sale or through a mandatory sale arranged by the Company (on the ParticipantOptionee’s behalf pursuant to this authorization without further consent); or ) to cover the Tax-Related Items required to be withheld, and (iiic) withholding in Shares to be issued upon settlement exercise of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalentOption. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is Optionee will be deemed to have been issued the full number of Shares subject to the vested AwardShares, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Tax Withholding. The Participant acknowledges that, regardless Regardless of any action taken by the Participating Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for Group with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant 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 may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Participating Company and/or the Employer Group (1i) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsOption, including, but not limited to, including the grant, vesting or settlement exercise of the TBS RSUsOption, the subsequent sale of Shares shares acquired pursuant to such settlement and exercise, or the receipt of any dividends and/or dividend equivalents; and (2ii) do does not commit to and are under no obligation to structure the terms of the grant or any other aspect of the TBS RSUs Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax resultItems. Further, if At the Participant is subject to Tax-Related Items in more than one jurisdictiontime of exercise of the Option, the Participant acknowledges that the Company and/or the Employer (shall pay or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Participating Company and/or the Employer Group to satisfy all Tax-Related Itemswithholding obligations of the Participating Company Group. In this regard, at the time the Option is exercised, in whole or in part, or at any other time as reasonably requested by the Company, the Participant hereby authorizes the Company or its agent to satisfy any withholding of all applicable withholding obligations with regard to all Tax-Related Items from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for withholding of all applicable Tax Related Items by one the Participating Company Group, if any, which arise in connection with the Option. Alternatively, or a combination of in addition, if permissible under applicable law, the following: Participating Company Group may (i) withholding from the Participant’s wages sell or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of arrange for the sale of Shares shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant to meet the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement obligation of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; and/or (ii) withhold in shares, provided that to only the extent amount of shares necessary to avoid a prohibited distribution under Section 409A of satisfy the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax minimum withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Itemswithheld. Finally, the Participant agrees to shall pay to the Participating Company or the Employer Group any amount of the Tax-Related Items that the Participating Company or the Employer Group may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse shall have no obligation to issue or deliver process the Shares or the proceeds exercise of the sale Option or to deliver shares of Shares, if Stock until the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related ItemsItems as described in this section have been satisfied by the Participant.

Tax Withholding. The Participant Executive acknowledges that, regardless of any action taken by the Company or, if different, the ParticipantExecutive’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the ParticipantExecutive’s participation in the Plan and legally applicable to the Participant Executive (“Tax-Related Items”), is and remains the ParticipantExecutive’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant Executive further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS MTE RSUs, including, but not limited to, the grant, vesting or settlement of the TBS MTE RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS MTE RSUs to reduce or eliminate the ParticipantExecutive’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant Executive is subject to Tax-Related Items in more than one jurisdiction, the Participant Executive acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant Executive agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Executive authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the ParticipantExecutive’s wages or other cash compensation paid to the Participant Executive by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS MTE RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the ParticipantExecutive’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS MTE RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS MTE RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS MTE RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS MTE RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant Executive is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c3(b), (d) or 3(e) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Tax- Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may Executive will receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant Executive is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant Executive agrees to pay to the Company or the Employer any amount of Tax-Tax- Related Items that the Company or the Employer may be required to withhold or account for as a result of the ParticipantExecutive’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant Executive fails to comply with the ParticipantExecutive’s obligations in connection with the Tax-Related Items.

Tax Withholding. The Participant acknowledges thatEmployee timely shall pay to the Company such amount as the Company may be required, regardless 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 any action taken Common Stock which otherwise would be delivered to the Employee pursuant to the Award, 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 orof previously-owned whole shares of Common Stock, if differenthaving 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; provided, however, that in the case of withholding of such shares, the Participant’s employer (number of shares to be withheld to satisfy the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related Required Tax Payments shall be rounded up to the Participant’s participation nearest whole share, and the Company shall reimburse the Employee in cash for any such excess tax withholding as soon as practicable thereafter. Notwithstanding the Plan and legally applicable foregoing provisions of this Section 4.3, an Employee shall satisfy his or her obligation to advance employment taxes owed prior to the Participant (“Tax-Related Items”), is and remains date that the Participant’s responsibility and may exceed Restriction Period with respect to the amountAward terminates, if any, actually withheld 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 or any Affiliate to the EmployerEmployee, including without limitation any amount payable to the Employee as salary or wages. The Participant further acknowledges Employee agrees that this authorization may be reauthorized via electronic means determined by the Company, and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUs, including, but not limited to, the grant, vesting or settlement of the TBS RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) Employee may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory revoke this authorization by written notice to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Itemsdeduction.

Tax Withholding. The Participant acknowledges thatEmployee timely shall pay to the Company such amount as the Company may be required, regardless 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 Common Stock which otherwise would be delivered to the Employee pursuant to the Award, 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 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. 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 action taken such fractional share shall have been received by the Company, then the Employee hereby authorizes the Company to deduct such cash payment from any amount payable by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related any Affiliate to the Participant’s participation in the Plan and legally applicable Employee, including without limitation any amount payable to the Participant (“Tax-Related Items”)Employee as salary or wages. Notwithstanding the foregoing provisions of this Section 4.3, is and remains an Employee shall satisfy his or her obligation to advance employment taxes owed prior to the Participant’s responsibility and may exceed date that the amountRestriction Period with respect to the Award terminates, if any, actually withheld 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 or any Affiliate to the EmployerEmployee, including without limitation any amount payable to the Employee as salary or wages. The Participant further acknowledges Employee agrees that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items authorizations set forth in connection with any aspect of the TBS RSUs, including, but not limited to, the grant, vesting or settlement of the TBS RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) this Section 4.3 may be required to withhold or account for Tax-Related Items in more than one jurisdictionreauthorized via electronic means determined by the Company. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory The Employee may revoke these authorizations by written notice to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Itemsdeduction.

Tax Withholding. The Participant agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Participant) for the satisfaction of all tax and/or social insurance liability obligations and requirements in connection with the Warrant, including, without limitation, (a) all income, employment and local taxes that the Company or the Service Recipient determines are required to be withheld by the Company or the Service Recipient or other payment of tax-related items related to the Warrant and legally applicable to Participant, (b) the Participant’s and, to the extent required by the Company (or Service Recipient), the Company’s (or Service Recipient’s) fringe benefit tax liability, if any, associated with the grant, vesting, or exercise of the Warrant or sale of Shares, and (c) any other Company (or Service Recipient) taxes the responsibility for which the Participant has, or has agreed to bear, with respect to the Warrant (or exercise thereof or issuance of Shares thereunder) (collectively, the “Tax-Related Items”) which the Company determines must be withheld in connection with the Warrant. Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”)) or Parent or Subsidiary to which Participant is providing services (together, the Company, Employer, and/or Parent or Subsidiary to which the Participant is providing services, the “Service Recipient”) the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the EmployerService Recipient. The Participant further acknowledges that the Company and/or the Employer Service Recipient (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsthis Warrant, including, but not limited to, the grant, vesting or settlement exercise of the TBS RSUsWarrant, the subsequent sale of Exercised Shares acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalentsdividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs this Warrant to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such withholding amounts are not delivered at the time of exercise. Further, if the Participant is subject to Tax-Related Items in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, the as applicable, Participant acknowledges that the Company and/or the Employer Service Recipient (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer Service Recipient to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Tax Withholding. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company or, if different, the Participant’s your employer (the “Employer”), ) the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related tax‑related items related to the Participant’s your participation in the Plan and legally applicable to the Participant you (“Tax-Related Items”), is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsOption, including, but not limited to, the grant, vesting or settlement exercise of the TBS RSUsOption, the subsequent sale of Shares acquired pursuant to such settlement exercise and the receipt of any dividends and/or dividend equivalentsdividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs Option to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. Prior to the relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. If you fail to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time of the Option exercise, you acknowledge and agree that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercise together with the purchase price. To the extent determined appropriate by the Company in its discretion, the Company shall have the right (but not the obligation) to satisfy any Tax-Related Items by withholding from any cash compensation due to you and/or reducing the number of Shares otherwise deliverable to you upon exercise of the Option. Further, if the Participant is you are subject to Tax-Related Items in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, the Participant acknowledges as applicable, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Tax Withholding. The Participant acknowledges that, regardless of any action taken by the Company (or, if differentin the event of his death, the Participant’s employer (the “Employer”any beneficiary), the ultimate liability shall generally be solely responsible for all any federal, state or local income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges self employment taxes that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items he incurs in connection with any aspect of the TBS RSUs, including, but not limited to, the grant, vesting or settlement of the TBS RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalents; the award of Restricted Stock or the vesting of such Restricted Stock and (2) do not commit to and are under NBHC shall generally have no obligation or liability with respect to structure the terms of the grant or any aspect of the TBS RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve (or, in the event of his death, any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicablebeneficiary’s) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company or its agent to satisfy any applicable satisfaction of such taxes and shall have no withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Itemsthereof. Notwithstanding the foregoing, if despite the fact that NBHC has no tax withholding obligation upon the vesting of Restricted Stock, Participant shall surrender to NBHC shares with a Fair Market Value that is an officer no less than Participant’s reasonable estimate of the amount of any federal, state, or other income, employment, self employment, or other taxes that Participant will be obligated to pay with respect to the vesting of the Restricted Stock. The preceding sentence shall not apply in the event that Participant has made a Section 83(b) election. NBHC shall remit the Fair Market Value of the surrendered Shares to the appropriate tax authorities as directed by Participant. PARTICIPANT ACKNOWLEDGES THAT IT IS PARTICIPANT’S SOLE RESPONSIBILITY, AND NOT NBHC’S, TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PARTICIPANT REQUESTS NBHC OR ITS REPRESENTATIVE TO ASSIST PARTICIPANT IN MAKING THIS FILING. Participant shall promptly notify NBHC of any election made pursuant to Section 83(b) of the Code. Participant acknowledges that the tax laws and regulations applicable to the Restricted Stock and the disposition of the Restricted Stock following vesting are complex and subject to Section 16 change, and it is the sole responsibility of Participant to obtain Participant’s own advice as to the tax treatment of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) terms of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Tax Withholding. The Participant acknowledges thatCompany or any Affiliate shall be entitled to deduct from other compensation payable to each Holder any sums required by federal, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account state or other tax-related items related local tax law to be withheld with respect to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUs, including, but not limited to, the grant, vesting or settlement exercise of the TBS RSUs, the subsequent sale an Award or lapse of Shares acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Itemsrestrictions on an Award. In this regard, the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contraryalternative, the Company may cause a portion of require the TBS RSUs Holder (or other person validly exercising the Award) to vest prior pay such sums for taxes directly to the applicable date set forth Company or any Affiliate in Sections 2 cash or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to by check within one day after the date of settlement vesting, exercise or lapse of restrictions. In the discretion of the TBS RSUs; provided that to Committee, and with the extent necessary to avoid a prohibited distribution under Section 409A consent of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding methodHolder, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case reduce the Participant may receive a refund number of any over-withheld amount in cash and will have no entitlement shares of Stock issued to the Stock equivalent. If Holder upon such Xxxxxx’s exercise of an Option to satisfy the obligation for Tax-Related Items is satisfied by tax withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number obligations of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or an Affiliate; provided that the Employer Fair Market Value of the shares of Stock held back shall not exceed the Company’s or the Affiliate’s Minimum Statutory Tax Withholding Obligation. The Committee may, in its discretion, permit a Holder to satisfy any Minimum Statutory Tax Withholding Obligation arising upon the vesting of an Award by delivering to the Holder 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 under the Award, the Company shall (a) calculate the amount of Tax-Related Items the Company’s or an Affiliate’s Minimum Statutory Tax Withholding Obligation on the 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 Value of the shares of Stock withheld on the vesting date approximates the Company’s or an Affiliate’s Minimum Statutory Tax Withholding Obligation and (c) in lieu of the withheld shares of Stock, remit cash to the United States Treasury and/or other applicable governmental authorities, on behalf of the Holder, in the amount of the Minimum Statutory Tax Withholding Obligation. The Company shall withhold only whole shares of Stock to 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 16.3. The withheld shares of Stock not made available for delivery by the Company shall be retained as treasury shares or will be cancelled and the Holder’s right, title and interest in such shares of Stock shall terminate. The Company shall have no obligation upon vesting or exercise of any Award or lapse of restrictions on an Award until the Company or an Affiliate has received payment sufficient to cover the Employer may 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 existence of the tax or the amount which it will be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Itemswithhold.

Tax Withholding. The To the extent that the Participant acknowledges thatis subject to withholding of federal, regardless state, or local income taxes and/or other taxes or social insurance contributions imposed by the country of residence or citizenship of the Participant or the country or residence of the Company or its Subsidiary which has the legal relationship of employer and employee with the Participant or is obligated to the Company or any of its Subsidiaries under the Company’s tax equalization or hypothetical tax policies or specific agreements relating thereto (the “Employee Taxes”), the Participant shall, at such time as the value of any Shares or other amounts received pursuant to this Award first becomes includable in the gross income of the Participant for such Employee Taxes or the time that a withholding obligation arises for the Company or any of its Subsidiaries with respect to this Award, as applicable, pay to the Company or its designee, or make arrangements satisfactory to the Committee or its designee regarding payment of, any and all such Employee Taxes required to be withheld with respect to such income and, if applicable, any amounts owed to the Company or its Subsidiaries under its tax equalization or hypothetical tax policies or specific agreements relating thereto. Regardless of any action taken by the Company or, if differentor any of its Subsidiaries take with respect to the Employee Taxes, the Participant’s employer (the “Employer”), Participant acknowledges that the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), Employee Taxes is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employerand a Subsidiary. The Participant further acknowledges that the Company and/or the Employer and its Subsidiaries (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items Employee Taxes in connection with any aspect of the TBS RSUsthis Award, including, but not limited to, the grant, grant or vesting or settlement of the TBS RSUsRestricted Shares, the release of the restrictions to which the Restricted Shares are subject, any waiver of the forfeiture provisions applicable to the Restricted Shares, the subsequent sale of any Shares acquired pursuant to such settlement this Award, and the receipt of any dividends and/or dividend equivalentsdividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs this Award to reduce or eliminate the Participant’s liability for Tax-Related Items Employee Taxes or achieve any particular tax result. Further, if Subject in each case to approval by the Participant is subject to Tax-Related Items in more than one jurisdictionCommittee or its designee and Section 6 hereof as well as compliance with all applicable law, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required elect to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to have any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes obligation of the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items Subsidiary satisfied, in whole or in part, by one or a combination of the following: (i) withholding selling to the Trust a number of Shares that would otherwise be released from the Participant’s wages restrictions on a Vesting Date, such number of Shares having an aggregate Fair Market Value (as of the date the Shares are sold) equal to the statutory prescribed amount of the withholding due or other cash compensation paid to the Participant applicable withholding amount as determined by the Company and/or the Employer; or Company, (ii) withholding from proceeds of authorizing the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the ParticipantCompany’s behalf pursuant designee to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to sell a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 aggregate Fair Market Value (as of the Exchange Act, date the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse effected) that would satisfy the statutory prescribed amount of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates due or other applicable withholding ratesamount as determined by the Company, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of and/or (iii) paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or a Subsidiary the Employer any amount of Tax-Related Items that Employee Taxes in cash, check or other cash equivalent. In the Company or absence of any election by the Employer may Participant, any withholding obligation for Employee Taxes shall be required satisfied pursuant to withhold or account for as a result clause (i) of the Participant’s participation in the Plan that cannot be satisfied by the means previously describedimmediately preceding sentence. The Company may refuse to issue or deliver release the Restricted Shares or from the proceeds of the sale of Shares, forfeiture restrictions if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related ItemsEmployee Taxes.

Tax Withholding. The Participant acknowledges thatCompany or any Affiliate shall be entitled to deduct from other compensation payable to each Holder any sums required by federal, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account state or other tax-related items related local tax law to be withheld with respect to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUs, including, but not limited to, the grant, vesting or settlement exercise of the TBS RSUs, the subsequent sale an Award or lapse of Shares acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Itemsrestrictions on an Award. In this regard, the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contraryalternative, the Company may cause a portion of require the TBS RSUs Holder (or other person validly exercising the Award) to vest prior pay such sums for taxes directly to the applicable date set forth Company or any Affiliate in Sections 2 cash or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to by check within one day after the date of settlement vesting, exercise or lapse of restrictions. In the discretion of the TBS RSUs; provided that to Committee, and with the extent necessary to avoid a prohibited distribution under Section 409A consent of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding methodHolder, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case reduce the Participant may receive a refund number of any over-withheld amount in cash and will have no entitlement shares of Stock issued to the Stock equivalent. If Holder upon such Xxxxxx’s exercise of an Option to satisfy the obligation for Tax-Related Items is satisfied by tax withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number obligations of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or an Affiliate; provided that the Employer Fair Market Value of the shares of Stock held back shall not exceed the Company’s or the Affiliate’s Minimum Statutory Tax Withholding Obligation. The Committee may, in its discretion, permit a Holder to satisfy any Minimum Statutory Tax Withholding Obligation arising upon the vesting of an Award by delivering to the Holder 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 under the Award, the Company shall (a) calculate the amount of Tax-Related Items the Company’s or an Affiliate’s Minimum Statutory Tax Withholding Obligation on the 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 Value of the shares of Stock withheld on the vesting date approximates the Company’s or an Affiliate’s Minimum Statutory Tax Withholding Obligation and (c) in lieu of the withheld shares of Stock, remit cash to the United States Treasury and/or other applicable governmental authorities, on behalf of the Holder, in the amount of the Minimum Statutory Tax Withholding Obligation. The Company shall withhold only whole shares of Stock to 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 19.3. The withheld shares of Stock not made available for delivery by the Company shall be retained as treasury shares or will be cancelled and the Holder’s right, title and interest in such shares of Stock shall terminate. The Company shall have no obligation upon vesting or exercise of any Award or lapse of restrictions on an Award until the Company or an Affiliate has received payment sufficient to cover the Employer may 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 existence of the tax or the amount which it will be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Itemswithhold.

Tax Withholding. The Participant acknowledges thatAs a condition of exercising this Option, regardless of any action taken by the Company orI agree to make adequate provision for foreign, if differentfederal, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account state or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), is and remains the Participant’s responsibility and may exceed the amounttax withholding obligations, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUs, including, but not limited to, which arise upon the grant, vesting or settlement exercise of this Option, or disposition of the TBS RSUsPurchased Shares, whether by withholding, direct payment to the Company, or otherwise. IMPORTANT NOTE: UNVESTED PURCHASED SHARES ARE SUBJECT TO REPURCHASE BY THE COMPANY. PLEASE CONSULT WITH YOUR TAX ADVISER CONCERNING THE ADVISABILITY OF FILING AN 83(b) ELECTION WITH THE INTERNAL REVENUE SERVICE WHICH MUST BE FILED WITHIN THIRTY (30) DAYS AFTER THE PURCHASE OF SHARES TO BE EFFECTIVE. A form of Election under Section 83(b) is attached hereto as Exhibit 1 for reference. With respect to an NQSO, unless an 83(b) election is timely filed with the Internal Revenue Service (and, if necessary, the subsequent sale of Shares acquired proper state taxing authorities), electing pursuant to such settlement and the receipt of any dividends and/or dividend equivalents; and (2Section 83(b) do not commit to and are under no obligation to structure the terms of the grant or Internal Revenue Code (and similar state tax provisions, if applicable) to be taxed currently on any aspect difference between the purchase price of the TBS RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Unvested Purchased Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (and their fair market value on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement purchase, there may be a recognition of taxable income to you, measured by the excess, if any, of the TBS RSUs; provided that Fair Market Value of the Unvested Purchased Shares at the time they cease to be Unvested Purchased Shares, over the purchase price of the Unvested Purchased Shares. Furthermore, to the extent necessary to avoid a prohibited distribution under Section 409A the Purchased Shares were purchased upon exercise of the Codean ISO, the number of TBS RSUs so accelerated and settled shall Optionee acknowledges that Optionee may be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for state income taxes as a result of a Disqualifying Disposition of the Participant’s participation Purchased Shares, with any gain realized on (a) Vested Shares initially purchased under an ISO subject to a Disqualifying Disposition treated as compensation income (taxable at ordinary income rates in the Plan that cannot be satisfied by year of the means previously describeddisposition) to the extent of the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price and (b) Unvested Shares initially purchased under an ISO (and regardless of whether an 83(b) election is timely filed with the Internal Revenue Service) subject to a Disqualifying Disposition treated as compensation income (taxable at ordinary income rates in the year of the EARLY EXERCISE FORM disposition) to the extent of the excess, if any, of the Fair Market Value on the date of vesting over the Exercise Price. The Company may refuse undersigned hereby executes and delivers this Stock Option Exercise Notice and Agreement and agrees to issue or deliver the Shares or the proceeds be bound by its terms SIGNATURE: DATE: Optionee's Name: Attachments: Exhibit 1 – Section 83(b) Election Form [Signature Page to Stock Option Exercise Notice and Agreement] EARLY EXERCISE FORM EXHIBIT 1 SECTION 83(b) ELECTION ELECTION UNDER SECTION 83(B) OF THE INTERNAL REVENUE CODE The undersigned Taxpayer hereby elects, pursuant to Section 83(b) of the sale Internal Revenue Code of Shares1986, as amended, to include the excess, if any, of the Participant fails to comply with fair market value of the Participant’s obligations property described below at the time of transfer over the amount paid for such property, as compensation for services in connection with the Tax-Related Itemscalculation of: (1) regular gross income; (2) alternative minimum taxable income; or (3) disqualifying disposition gross income, as the case may be.

Tax Withholding. The Participant acknowledges that, regardless This provision supplements the “Tax Withholding” section of any action taken by the Agreement: In the event that the Company or, if different, does not satisfy withhold Shares to satisfy the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges agrees that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUs, including, but not limited to, the grant, vesting or settlement of the TBS RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs to reduce or eliminate may calculate the Participant’s liability for Tax-Related Items or achieve be withheld and accounted for by reference to maximum applicable rates, without prejudice to any particular tax result. Further, if right that the Participant is subject may have to Tax-Related Items recover any overpayment from Her Majesty’s Revenue and Customs (“HMRC”). The Employer will make a payment on account for the Participant’s income tax liability. If the Participant does not reimburse the Employer for the amount of such payment on account (through withholding or other payment) within ninety (90) days of the end of the U.K. financial year (April 6 to April 5) in more than one jurisdictionwhich such liability arises or such other period specified in the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), the amount of any uncollected income tax liability shall constitute a loan owed by the Participant acknowledges to the Employer, effective as of the Due Date. The Participant agrees that the Company and/or loan will bear interest at the Employer (or former employerthen-current Official Rate of HMRC, as applicable) may it shall be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding eventimmediately due and repayable, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes and the Company or its agent to satisfy the Employer may recover it at any applicable withholding obligations with regard to all Tax-Related Items time by one or a combination any of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date means set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement Tax Withholding section of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related ItemsAgreement. Notwithstanding the foregoing, if the Participant is an a director or executive officer subject to of the Company (within the meaning of Section 16 13(k) of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes), the Participant is deemed to have been issued shall not be eligible for such a loan and the full number amount of Shares subject any income tax not collected by the Due Date may constitute a benefit to the vested Award, notwithstanding that a number of Participant on which additional income tax and National Insurance contributions (“NICs”) may be payable. The Participant will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the Shares are held back solely self-assessment regime and for reimbursing the Company and/or the Employer (as appropriate) for the purpose value of paying the Tax-Related Items. Finallyany NICs due on this additional benefit, which may be recovered from the Participant agrees to pay to by the Company or the Employer at any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result time thereafter by any of the Participant’s participation means referred to in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the TaxAgreement. UNITED STATES OF AMERICA There are no country-Related Itemsspecific provisions.

Tax Withholding. Seller (or its successor, assignee or other transferee, if applicable) shall bear the Taxes to be levied on its income arising under this Agreement. Where required by applicable Law, Purchaser shall have the right to withhold applicable Taxes from any payments to be made by Purchaser to any Person pursuant to this Agreement and pay to the applicable Taxing Authority on behalf of such Person and, to the extent that any such amounts are so deducted or withheld, such amounts will be treated for all purposes of this Agreement as having been paid to such Person by Purchaser (and may be deducted from any amounts due Seller hereunder). The Participant acknowledges thatoriginal official government receipt evidencing payment of such taxes by Purchaser on Seller’s behalf shall be delivered by Purchaser to Seller after the date of payment, regardless together with supporting documentation identifying the Royalties, Sublicensing Revenue or other amounts payable pursuant to this Agreement to which such taxes relate. Purchaser will provide Seller with, at Seller’s expense (which shall be reasonable and documented), reasonable assistance to enable Seller to recover any such Taxes or amounts otherwise withheld as permitted by Law. If applicable Law requires Purchaser to pay or withhold Taxes with respect to any payment to be made pursuant to this Agreement, the Purchaser will make reasonable commercial efforts to notify the Seller in writing of any action taken such payment or withholding requirements at least [***] prior to paying or withholding such Taxes and provide such assistance to the Seller at the Seller’s cost, including the provision of such documentation as may be required by a Taxing Authority, as may be reasonably requested by the Company orSeller for purposes of claiming an exemption from or reduction of such Taxes. Seller (or its successor, assignee or other transferee, if differentapplicable) agrees to cooperate and produce on a timely basis any tax forms, the Participant’s employer (the “Employer”)reports, the ultimate liability for all income taxincluding an IRS Form W-9 or an IRS Form W-8BEN-E, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld documentation required or reasonably requested by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items Purchaser in connection with any aspect of the TBS RSUs, including, but not limited to, the grant, vesting or settlement of the TBS RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs order to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve exempt such payment from withholding Tax in advance of any particular tax result. Further, if the Participant is subject payment made by Purchaser to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution Seller under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Tax Withholding. The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations any Affiliate or undertakings regarding the treatment of subsidiary shall be entitled to deduct from other compensation payable to each Holder any Tax-Related Items in connection sums required by federal, state, local or foreign tax law to be withheld with any aspect of the TBS RSUs, including, but not limited to, respect to the grant, vesting or settlement exercise of the TBS RSUs, the subsequent sale an Award or lapse of Shares acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are restrictions on an Award or payment under no obligation to structure the terms of the grant or any aspect of the TBS RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Itemsan Award. In this regard, the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contraryalternative, the Company may cause a portion of require the TBS RSUs Holder (or other person validly exercising or holding the Award) to vest prior pay such sums for taxes directly to the applicable date set forth Company or any Affiliate or subsidiary in Sections 2 cash or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to by check within ten days after the date of settlement grant, vesting, exercise or lapse of restrictions or payment. In the discretion of the TBS RSUs; provided that to Company, and with the extent necessary to avoid a prohibited distribution under Section 409A consent of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding methodHolder, the Company may withhold 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 account for Tax-Related Items by considering applicable 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 rates tax obligations. The Company may, in its discretion, permit a Holder to satisfy any Minimum Statutory Tax Withholding Obligation arising upon the vesting of or payment under an Award by delivering to the Holder 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 or payment under the Award, the Company shall (a) calculate the amount of the Company’s or an Affiliate’s or a subsidiary’s Minimum Statutory Tax Withholding Obligation on the assumption that all such shares of Stock vested or to be paid 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 Value of the shares of Stock withheld on the vesting or payment date approximates the Company’s or an Affiliate’s or a subsidiary’s Minimum Statutory Tax Withholding Obligation and (c) in lieu of the withheld shares of Stock, remit cash to the United States Treasury or other applicable withholding ratesgovernmental authorities, including maximum applicable rateson behalf of the Holder, in which case the Participant may receive amount of the Minimum Statutory Tax Withholding Obligation. The Company shall withhold only whole shares of Stock to 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 refund Fair Market Value 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 10.4. The withheld shares of Stock not made available for delivery by the Company shall be retained as treasury shares or will be cancelled and the Holder’s right, title and interest in such shares of Stock shall terminate. The Company shall have no obligation upon payment, vesting or exercise of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number Award or lapse of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to restrictions on an Award until the Company or the Employer any amount an Affiliate or subsidiary has received payment sufficient to cover all tax withholding amounts due with respect to that payment, vesting, exercise or lapse of Tax-Related Items that restrictions. Neither the Company nor any Affiliate or subsidiary shall be obligated to advise a Holder of the existence of the tax or the Employer may amount which it will be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Itemswithhold.

Tax Withholding. The Participant acknowledges thatNotwithstanding any contrary provision of this Award Agreement, regardless no certificate representing the Shares of any action taken Restricted Stock may be released from the escrow established pursuant to Section 12, unless and until satisfactory arrangements (as determined by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related Administrator) will have been made by Participant with respect to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment payment of any Tax-Related Items in connection with any aspect of the TBS RSUs, including, but not limited to, the grant, vesting or settlement of the TBS RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regardWhen Shares of Restricted Stock are vested, the Participant authorizes the Company 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. The Administrator, in its agent sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy any applicable withholding obligations with regard to all such Tax-Related Items Items, in whole or in part (without limitation), if permissible by one or a combination of the following: applicable local law, by (i) requiring Participant to make a payment in a form acceptable to the Company, (ii) withholding in Shares to be released from the escrow established pursuant to Section 12, (iii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Tax-Related Items, or (iiv) withholding from proceeds of the sale of Shares acquired upon settlement of released from the TBS RSUs escrow established pursuant to Section 12 either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of . To the TBS RSUs. Further, notwithstanding anything herein to the contrary, extent determined appropriate by the Company may cause a portion of in its discretion, it will have the TBS RSUs to vest prior to right (but not the applicable date set forth in Sections 2 or 3 of this Agreement in order obligation) to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, by reducing the number of TBS RSUs so accelerated and settled shall Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be with respect to a number of Shares with a value that does not exceed the liability for method by which such Tax-Related ItemsItems are satisfied. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum rates applicable ratesin Participant’s jurisdiction(s). Further, if Participant is subject to tax in which case more than one jurisdiction between the Participant may receive Date of Grant and a refund date of any over-withheld amount in cash relevant taxable or tax withholding event, as applicable, Participant acknowledges and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or and/or the Employer Service Recipient (and/or former employer, as applicable) may be required to withhold or account for as a result of the Participant’s participation tax in the Plan that cannot be satisfied by the means previously describedmore than one jurisdiction. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the If Participant fails to comply with make satisfactory arrangements for the Participant’s obligations in connection with the payment of such Tax-Related ItemsItems hereunder at the time of the applicable tax event for any Shares, Participant will permanently forfeit such Shares, and such Shares will be returned to the Company at no cost to the Company.

Tax Withholding. The Participant acknowledges thatAs a condition to the delivery of shares of Common Stock upon the exercise of Options, regardless of any action taken Optionee must, upon request by the Company orCompany, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUs, including, but not limited to, the grant, vesting or settlement of the TBS RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to 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 Employer “Required Tax Payments”) with respect to the Award. If Optionee 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 Optionee, including regular salary or bonus payments. No shares of Tax-Related Items that Common Stock will be issued or delivered until the Required Tax Payments have been paid in full. Optionee 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 in Section 3), 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 Optionee 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 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 Company or withheld from the Employer may Optionee shall be determined by applying the maximum statutory withholding rate, if the Optionee makes such an election. Any fraction of a share of Common Stock which would be required to withhold satisfy any Required Tax Payment will be disregarded and the remaining amount due must be paid in cash by Optionee. No share of Common Stock will be issued or account for as a result of delivered until the Participant’s participation Required Tax Payments have been satisfied in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Itemsfull.

Tax Withholding. The Participant Executive acknowledges that, regardless of any action taken by the Company or, if different, the ParticipantExecutive’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the ParticipantExecutive’s participation in the Plan and legally applicable to the Participant Executive (“Tax-Related Items”), is and remains the ParticipantExecutive’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant Executive further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS MTE RSUs, including, but not limited to, the grant, vesting or settlement of the TBS MTE RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS MTE RSUs to reduce or eliminate the ParticipantExecutive’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant Executive is subject to Tax-Related Items in more than one jurisdiction, the Participant Executive acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant Executive agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Executive authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the ParticipantExecutive’s wages or other cash compensation paid to the Participant Executive by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS MTE RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the ParticipantExecutive’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS MTE RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS MTE RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS MTE RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS MTE RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant Executive is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c3(b), (d) or 3(e) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may Executive will receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant Executive is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant Executive agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the ParticipantExecutive’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant Executive fails to comply with the ParticipantExecutive’s obligations in connection with the Tax-Related Items.

Tax Withholding. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the ParticipantAwardee’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the ParticipantAwardee’s participation in the Plan and legally applicable to the Participant Awardee (“Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s his or her responsibility and that such liability may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant Awardee further acknowledges that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsRestricted Stock Units, including, but not limited to, the grant, vesting or settlement of the TBS RSUsRestricted Stock Units, the issuance of Stock upon settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement Stock and the receipt of any dividends and/or any dividend equivalents; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs Restricted Stock Units to reduce or eliminate the ParticipantAwardee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is Awardee has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, the Participant 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. Prior Awardee’s Tax-Related Items subject to any relevant taxable or tax a withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to obligation by the Company and/or the Employer shall be satisfied through a net share 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 all the Tax-Related ItemsItems due. In this regardAlternatively, the Participant authorizes or in addition, the Company or its agent the Employer may decide in their sole and absolute discretion to satisfy any applicable withholding obligations with regard to all Awardee’s obligation for Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares shares of Stock acquired upon vesting/settlement of the TBS RSUs Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the ParticipantAwardee’s behalf pursuant to this authorization without further consentauthorization); or (iiiii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date any other way set forth in Sections 2 or 3 Section 15 of this Agreement in order to the Plan; provided, however, that if Awardee is a Section 16 officer of the Company under the Exchange Act, then the Company will satisfy any withholding obligation only through a net share issuance of shares, unless the use of such withholding method creates adverse results under applicable tax or securities law or has materially adverse accounting consequences, in which case the obligation for Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall may be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable satisfied by method (i) or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c(ii) of this Agreementabove, or if otherwise approved in advance by the Committee or the Boarda combination thereof. Depending on the withholding methodTo avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may Awardee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in SharesStock, for tax purposes, the Participant Awardee is deemed to have been issued the full number of Shares shares of Stock subject to the vested AwardRestricted Stock Units, notwithstanding that a number of the Shares are shares is held back solely for the purpose purposes of paying the Tax-Related ItemsItems due as a result of any aspect of Awardee’s participation in the Plan. Finally, the Participant agrees to Awardee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the ParticipantAwardee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares Stock or the proceeds of the sale of SharesStock, if the Participant Awardee fails to comply with the ParticipantAwardee’s obligations in connection with the Tax-Related Items.

Tax Withholding. The Participant Grantee acknowledges that, regardless of any action taken by the Company or, if different, the ParticipantGrantee’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the ParticipantGrantee’s participation in the Plan and legally applicable to the Participant Grantee (“Tax-Related Items”), ) is and remains the ParticipantGrantee’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant Grantee further acknowledges that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsAward, including, but not limited to, the grant, vesting or settlement of the TBS RSUsRestricted Stock Units, the subsequent sale of Shares shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalentsdividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs Award to reduce or eliminate the ParticipantGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant Grantee is subject to Tax-Related Items in more than one jurisdiction, the Participant Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, the Participant Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regardaddition, the Participant Company shall have the authority to cause the required tax withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to be issued to the Grantee a number of shares of Stock with an aggregate Fair Market Value that would satisfy all Tax-Related Items. In the event that such withholding in shares of Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by the Grantee’s acceptance of the Award, the Grantee authorizes and directs the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy any applicable withholding obligations obligation with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.:

Tax Withholding. The Participant acknowledges that, regardless Regardless of any action taken by the Company orCompany, or if different, the ParticipantAwardee’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits 5 tax, payment on account or other tax-related items related to the ParticipantAwardee’s participation in the Plan and legally applicable to the Participant Awardee (“Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s his or her responsibility and that such liability may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant Awardee further acknowledges that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsRestricted Stock Units, including, but not limited to, the grant, vesting or settlement of the TBS RSUsRestricted Stock Units, the issuance of Stock upon settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement Stock and the receipt of any dividends and/or any dividend equivalents; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs Restricted Stock Units to reduce or eliminate the ParticipantAwardee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is Awardee has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, the Participant 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. Prior Awardee’s Tax-Related Items subject to any relevant taxable or tax a withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to 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 all the Tax-Related ItemsItems due. In this regardAlternatively, the Participant authorizes or in addition, the Company or its agent the Employer may decide in their sole and absolute discretion to satisfy any applicable withholding obligations with regard to all Awardee’s obligation for Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares shares of Stock acquired upon vesting/settlement of the TBS RSUs Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the ParticipantAwardee’s behalf pursuant to this authorization without further consentauthorization); or (iiiii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date any other way set forth in Sections 2 or 3 Section 15 of this Agreement in order to the Plan; provided, however, that if Awardee is a Section 16 officer of the Company under the Exchange Act, then the Company will satisfy any withholding obligation only through a net share issuance of shares, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case the obligation for Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall may be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable satisfied by method (i) or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c(ii) of this Agreementabove, or if otherwise approved in advance by the Committee or the Boarda combination thereof. Depending on the withholding methodTo avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may Awardee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in SharesStock, for tax purposes, the Participant Awardee is deemed to have been issued the full number of Shares shares of Stock subject to the vested AwardRestricted Stock Units, notwithstanding that a number of the Shares are shares is held back solely for the purpose purposes of paying the Tax-Related ItemsItems due as a result of any aspect of Awardee’s participation in the Plan. Finally, the Participant agrees to Awardee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the ParticipantAwardee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares Stock or the proceeds of the sale of SharesStock, if the Participant Awardee fails to comply with the ParticipantAwardee’s obligations in connection with the Tax-Related Items. 8.

Tax Withholding. The Participant acknowledges that, regardless of any action taken by the Company Corporation or, if different, the Subsidiary employing or retaining the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company Corporation or the EmployerSubsidiary employing or retaining the Participant. The Participant further acknowledges that the Company Corporation and/or the Employer Subsidiary employing or retaining the Participant (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsOption, including, but not limited to, the grant, vesting or settlement exercise of the TBS RSUsOption, the subsequent sale of Shares acquired pursuant to such settlement exercise and the receipt of any dividends and/or dividend equivalentsdividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax resultresult except as otherwise expressly provided in the Option Agreement or any other agreement with the Participant. Further, if the Participant is subject to Tax-Related Items in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company Corporation and/or the Employer Subsidiary employing or retaining the Participant (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company Corporation and/or the Employer Subsidiary employing or retaining the Participant to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company Corporation and/or the Subsidiary employing or its agent retaining the Participant, or their respective agents, at their discretion, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement at exercise of the TBS RSUs Option either through through: · a voluntary sale by the Participant by providing irrevocable instructions to the Corporation’s designated broker to remit funds required to satisfy all or a portion of the Tax-Related Items to the Corporation and/or the Subsidiary employing or retaining the Participant under a broker-assisted cashless exercise program implemented by the Corporation in connection with the Plan; provided, however, that the Participant shall be permitted to engage an individual broker in connection with the cashless exercise to the extent the Participant has adopted a 10b5-1 Trading Plan with respect to transactions involving the Option and/or Shares subject to the Option; or · through a mandatory sale arranged by the Company (Corporation on the Participant’s behalf pursuant to this authorization (without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company The Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may will receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company Corporation or the Employer Subsidiary employing or retaining the Participant, including through withholding from the Participant’s wages or other cash compensation payable to the Participant by the Corporation and/or the Subsidiary employing or retaining the Participant any amount of Tax-Related Items that the Company Corporation or the Employer Subsidiary employing or retaining the Participant may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company Corporation may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s his or her obligations in connection with the Tax-Related Items.

Tax Withholding. The Participant acknowledges thatAs a condition of exercising this Option, regardless of any action taken by the Company orI agree to make adequate provision for foreign, if differentfederal, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account state or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), is and remains the Participant’s responsibility and may exceed the amounttax withholding obligations, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUs, including, but not limited to, which arise upon the grant, vesting or settlement exercise of this Option, or disposition of the TBS RSUsPurchased Shares, whether by withholding, direct payment to the Company, or otherwise. EARLY EXERCISE FORM IMPORTANT NOTE: UNVESTED PURCHASED SHARES ARE SUBJECT TO REPURCHASE BY THE COMPANY. PLEASE CONSULT WITH YOUR TAX ADVISER CONCERNING THE ADVISABILITY OF FILING AN 83(b) ELECTION WITH THE INTERNAL REVENUE SERVICE WHICH MUST BE FILED WITHIN THIRTY (30) DAYS AFTER THE PURCHASE OF SHARES TO BE EFFECTIVE. A form of Election under Section 83(b) is attached hereto as Exhibit 1 for reference. Unless an 83(b) election is timely filed with the Internal Revenue Service (and, if necessary, the subsequent sale of Shares acquired proper state taxing authorities), electing pursuant to Section 83(b) of the Internal Revenue Code (and similar state tax provisions, if applicable) to be taxed currently on any difference between the purchase price of the unvested Purchased Shares and their fair market value on the date of purchase, there may be a recognition of taxable income (including, where applicable, alternative minimum taxable income) to you, measured by the excess, if any, of the Fair Market Value of the unvested Purchased Shares at the time they cease to be unvested Purchased Shares, over the purchase price of the unvested Purchased Shares. Optionee hereby executes and delivers this this Stock Option Exercise Notice and Agreement via Carta and agrees to be bound by its terms. ATTACHMENT: EXHIBIT 1 – SECTION 83(B) ELECTION FORM EARLY EXERCISE FORM EXHIBIT 1 SECTION 83(b) ELECTION ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE The undersigned Taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include the excess, if any, of the fair market value of the property described below at the time of transfer over the amount paid for such settlement and property, as compensation for services in the receipt of any dividends and/or dividend equivalentscalculation of: (1) regular gross income; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant alternative minimum taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employerincome; or (ii3) withholding from proceeds of disqualifying disposition gross income, as the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company case may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Itemsbe.

Tax Withholding. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant withholding (“Tax-Related Items”), the Grantee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the ParticipantGrantee’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1i) make no representations or nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this grant of Stock Units, including the TBS RSUsgrant and vesting of Stock Units, including, but not limited to, the grant, vesting or settlement subsequent delivery of the TBS RSUs, the subsequent sale of Shares acquired pursuant cash related to such settlement Stock Units and the receipt of any dividends and/or dividend equivalents; equivalent payments (if any) and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs this grant of Stock Units to reduce or eliminate the ParticipantGrantee’s liability for Tax-Related Items. The Grantee shall pay the Company any amount of Tax-Related Items that the Company may be required to withhold as a result of the Grantee’s participation in the Plan or achieve any particular tax resultthe Grantee’s receipt of Stock Units that cannot be satisfied by the means described below. Further, if the Participant Grantee is subject to Tax-Related Items tax in more than one jurisdiction, the Participant Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant the taxable or tax withholding event, as applicable, the Participant agrees to Grantee shall pay, or make adequate arrangements satisfactory to the Company and/or the Employer (in its sole discretion) to satisfy all Tax-Related ItemsItems to the extent withholding is required. In this regard, the Participant Grantee authorizes the Company or its agent to satisfy any withhold all applicable withholding obligations with regard to all Tax-Related Items legally payable by one or a combination of the following: Grantee by (i1) withholding from the ParticipantStock Unit proceeds (which may also be used to satisfy any Restricted Stock Withholding required) and/or (2) withholding from the Grantee’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through Company. Grantee acknowledges and understands that Grantee should consult a voluntary sale or through a mandatory sale arranged by the Company (on the Participanttax adviser regarding Grantee’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest tax obligations prior to the applicable date set forth in Sections 2 such settlement or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Itemsdisposition.

Tax Withholding. The Participant Colleague acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), is and remains the ParticipantColleague’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant Colleague further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsPRSUs, including, but not limited to, the grant, vesting or settlement of the TBS RSUsPRSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs PRSUs to reduce or eliminate the ParticipantColleague’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant Colleague is subject to Tax-Related Items in more than one jurisdiction, the Participant Colleague acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant Colleague agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Colleague authorizes the Company and/or the Employer, or its agent their respective agents, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUsPRSUs. FurtherIn the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, notwithstanding anything herein by the Colleague’s acceptance of the PRSUs, the Colleague authorizes the Company and/or the Employer, or their respective agents, to (i) withhold from the Colleague’s wages or other cash amounts payable to the contrary, Colleague from the Company may cause or the Employer, (ii) sell on the Colleague’s behalf a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a whole number of Shares with a value that does not exceed from those Shares issued to the liability Colleague as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 or (iii) utilize any other method of the Exchange Act, withholding determined by the Company will not withhold in Shares upon and permitted by applicable laws and the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the BoardPlan. Depending on the withholding method, the The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum applicable ratesrates applicable in the Colleague’s jurisdiction(s). In the event of over-withholding, in which case the Participant Colleague may receive a refund of any over-withheld amount in cash and will have (with no entitlement to the Stock Share equivalent), or if not refunded, the Colleague may seek a refund from the local tax authorities. In the event of under-withholding, the Colleague may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant Colleague is deemed to have been issued the full number of Shares subject to the vested AwardPRSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant Colleague agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the ParticipantColleague’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant Colleague fails to comply with the ParticipantColleague’s obligations in connection with the Tax-Related Items.

Tax Withholding. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company or, if different, the Participant’s employer Affiliate that employs you (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to you or deemed by the Participant Company or the Employer in their discretion to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer, if any. The Participant You further acknowledges acknowledge that the Company and/or the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsOption, including, but not limited to, the grant, vesting or settlement exercise of the TBS RSUsOption, the subsequent sale of Shares acquired pursuant to such settlement exercise and the receipt of any dividends and/or dividend equivalentsdividends; and (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs Option to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is you are subject to Tax-Related Items in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, the Participant acknowledges as applicable, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, the Participant agrees you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes you authorize the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s your wages or other cash compensation paid to the Participant you by the Company and/or the Employer; or (ii) withholding from the proceeds of the sale of Shares acquired upon settlement exercise of the TBS RSUs Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s your behalf pursuant to this authorization without further consent); or (iii) withholding in from the Shares to be issued delivered upon settlement exercise of the TBS RSUs. Further, notwithstanding anything herein Option that number of Shares having a Fair Market Value equal to the contrary, amount required by law to be withheld; or (iv) permitting you to tender back to the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with delivered upon exercise of the Option or Shares previously owned by you having a value that does not exceed Fair Market Value equal to the liability for such Tax-Related Itemsamount required by law to be withheld. Notwithstanding For purposes of the foregoing, if no fractional Share will be withheld or issued pursuant to the Participant is an officer subject to Section 16 grant of the Exchange Act, Option and the Company will not withhold in issuance of Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Boardhereunder. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates (as determined by the Company in good faith and in its sold discretion) or other applicable withholding rates, including maximum applicable rates, in which case the Participant may you will receive a refund from the relevant taxing authority of any over-withheld amount in cash and will have no entitlement to the Stock share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Sharesfrom the Shares to be delivered upon exercise of the Option, for tax purposes, the Participant is you are deemed to have been issued the full number of Shares subject to the vested Awardexercised Option, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees You agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of from the sale of Shares, if Shares until arrangements satisfactory to the Participant fails to comply with the Participant’s obligations Administrator have been made in connection with the Tax-Related Items. You will have no further rights with respect to any Shares that are retained by the Company pursuant to this provision.

Tax Withholding. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for or your Employer takes with respect to any or all income taxtax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains the Participant’s your responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer and your Employer: (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsPerformance Units, including, but not limited toincluding the grant of Performance Units, the grant, vesting or settlement of the TBS RSUsPerformance Units, the subsequent sale of any Shares acquired pursuant to such settlement at vesting and the receipt of any dividends and/or dividend equivalentsor Dividend Equivalents; and (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs Performance Units to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdictionItems. Prior to any relevant taxable event arising as a result of these Performance Units, you (or tax withholding event, as applicable, the Participant agrees to your beneficiary) shall pay or make adequate arrangements satisfactory to the Company and/or the your Employer to satisfy the withholding obligations for all Tax-Related ItemsItems of the Company and/or your Employer. In this regard, you authorize the Participant authorizes Company and/or your Employer to withhold all applicable Tax-Related Items legally payable by you from any amounts payable to you by the Company or its agent your Employer, including your regular wages/salary, other amounts payable to you by the Company or your Employer, and amounts payable to you from the proceeds from the sale of Shares. Alternatively, or in addition, if permissible under local law, the Company may sell or arrange for the sale of a sufficient whole number of Shares that would otherwise be issuable to you upon vesting and/or conversion of the Performance Units to meet the __________ Initial «First_Name» «Last_Name» «Letter_Date» withholding obligation. Finally, the Company shall, if permitted under local law and authorized by the Committee, satisfy any applicable the withholding obligations with regard to all obligation for the Tax-Related Items by one or having the Company withhold a combination sufficient number of whole Shares having a Fair Market Value on the following: (i) withholding from date the Participant’s wages or other cash compensation paid tax is to be determined equal to the Participant by the Company and/or the Employer; or (ii) minimum withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUsamount required under applicable tax law. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled You shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the and/or your Employer any amount of Tax-Related Items that the Company or the and/or your Employer may be required to withhold or account for as a result of the Participant’s your participation in the Plan or your acquisition of Shares that cannot be satisfied by the means previously described. All other Tax-Related Items related to the Performance Units and any Shares delivered in satisfaction thereof are your sole responsibility. The Company may refuse to issue or honor the vesting and refuse to deliver the Shares or the proceeds of the sale of Shares, if the Participant fails you fail to comply with the Participant’s your obligations in connection with the withholding of the Tax-Related ItemsItems as described in this section. By accepting this grant of Performance Units, you expressly consent to the methods of withholding Tax-Related Items by the Company and/or your Employer as set forth hereunder, including the withholding of Shares and the withholding from your wages/salary or other amounts payable to you. All other Tax-Related Items related to the Performance Units and any Shares delivered in satisfaction thereof are your sole responsibility.

Tax Withholding. The Participant acknowledges that, regardless Regardless of any action taken by that the Company or, if different, the Participant’s or your employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsOptions, including, but not limited towithout limitation, the grant, vesting vesting, or settlement exercise of the TBS RSUsOptions, the issuance of Shares upon exercise of the Options, the subsequent sale of Shares acquired pursuant to such settlement issuance and the receipt of any dividends and/or dividend equivalentsdividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs Options to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if the Participant is you become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant tax withholding event, the Participant acknowledges you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you may satisfy any obligation for Tax-Related Items by electing to have the Participant authorizes plan administrator retain Shares to be issued upon exercise of the Option having a fair market value on the date of exercise equal to the minimum amount to be withheld. In the absence of your election, you authorize the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.:

Tax Withholding. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the ParticipantAwardee’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the ParticipantAwardee’s participation in the Plan and legally applicable to the Participant Awardee (“Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s his or her responsibility and that such liability may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant Awardee further acknowledges that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsRestricted Stock Units, including, but not limited to, the grant, vesting or settlement of the TBS RSUsRestricted Stock Units, the issuance of Stock upon settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement Stock and the receipt of any dividends and/or any dividend equivalents; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs Restricted Stock Units to reduce or eliminate the ParticipantAwardee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is Awardee has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, the Participant 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. Prior Awardee’s Tax-Related Items subject to any relevant taxable or tax a withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to 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 all the Tax-Related ItemsItems due. In this regardAlternatively, the Participant authorizes or in addition, the Company or its agent the Employer may decide in their sole and absolute discretion to satisfy any applicable withholding obligations with regard to all Awardee’s obligation for Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares shares of Stock acquired upon vesting/settlement of the TBS RSUs Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the ParticipantAwardee’s behalf pursuant to this authorization without further consentauthorization); or (iiiii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date any other way set forth in Sections 2 or 3 Section 15 of this Agreement in order to the Plan; provided, however, that if Awardee is a Section 16 officer of the Company under the Exchange Act, then the Company will satisfy any withholding obligation only through a net share issuance of shares, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case the obligation for Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall may be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable satisfied by method (i) or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c(ii) of this Agreementabove, or if otherwise approved in advance by the Committee or the Boarda combination thereof. Depending on the withholding methodTo avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may Awardee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in SharesStock, for tax purposes, the Participant Awardee is deemed to have been issued the full number of Shares shares of Stock subject to the vested AwardRestricted Stock Units, notwithstanding that a number of the Shares are shares is held back solely for the purpose purposes of paying the Tax-Related ItemsItems due as a result of any aspect of Awardee’s participation in the Plan. Finally, the Participant agrees to Awardee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the ParticipantAwardee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares Stock or the proceeds of the sale of SharesStock, if the Participant Awardee fails to comply with the ParticipantAwardee’s obligations in connection with the Tax-Related Items.

Tax Withholding. The Participant Colleague acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer entity that employs the Colleague (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), is and remains the ParticipantColleague’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant Colleague further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsPSUs, including, but not limited to, the grant, vesting or settlement of the TBS RSUsPSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs PSUs to reduce or eliminate the ParticipantColleague’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant Colleague is subject to Tax-Related Items in more than one jurisdiction, the Participant Colleague acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant Colleague agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Colleague authorizes the Company and/or the Employer, or its agent their respective agents, in their discretion, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. FurtherPSUs, notwithstanding anything herein to unless the contraryColleague instead elects, in accordance with the Company may cause a portion of procedures established by the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order Company, to satisfy any the obligations with regard to U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that arise become payable in a year prior to the date of year in which Shares are issued upon settlement of the TBS RSUs; provided that PSUs and on a date when the Colleague is in the employ of the Employer through withholding from the Colleague’s wages or other cash amounts payable to the extent necessary to avoid a prohibited distribution Colleague by the Company or the Employer in lieu of withholding in Shares. In the event that such withholding in Shares is problematic under Section 409A applicable tax or securities law or has materially adverse accounting consequences, by the Colleague’s acceptance of the CodePSUs, the number of TBS RSUs so accelerated and settled shall be with respect Colleague authorizes the Company and/or the Employer, or their respective agents, to (i) withhold from the Colleague’s wages or other cash amounts payable to the Colleague from the Company or the Employer, (ii) sell on the Colleague’s behalf a whole number of Shares with a value that does not exceed from those Shares issued to the liability Colleague as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 or (iii) utilize any other method of the Exchange Act, withholding determined by the Company will not withhold in Shares upon and permitted by applicable laws and the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the BoardPlan. Depending on the withholding method, the The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum applicable ratesrates applicable in the Colleague’s jurisdiction(s). In the event of over-withholding, in which case the Participant Colleague may receive a refund of any over-withheld amount in cash and will have (with no entitlement to the Stock Share equivalent), or if not refunded, the Colleague may seek a refund from the local tax authorities. In the event of under-withholding, the Colleague may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant Colleague is deemed to have been issued the full number of Shares subject to the vested AwardPSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant Colleague agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the ParticipantColleague’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant Colleague fails to comply with the ParticipantColleague’s obligations in connection with the Tax-Related Items.

Tax Withholding. The Participant acknowledges thatCompany or any Affiliate shall be entitled to deduct from other compensation payable to each Holder any sums required by federal, regardless of any action taken by the Company orstate, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account local or other tax-related items related foreign tax law to be withheld with respect to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUs, including, but not limited to, the grant, vesting or settlement exercise of the TBS RSUs, the subsequent sale an Award or lapse of Shares acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Itemsrestrictions on an Award. In this regard, the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contraryalternative, the Company may cause a portion of require the TBS RSUs Holder (or other person validly exercising the Award) to vest prior pay such sums for taxes directly to the applicable date set forth Company or any Affiliate in Sections 2 cash or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to by check within one day after the date of settlement vesting, exercise or lapse of restrictions. In the discretion of the TBS RSUs; provided that to Committee, and with the extent necessary to avoid a prohibited distribution under Section 409A consent of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding methodHolder, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case reduce the Participant may receive a refund number of any over-withheld amount in cash and will have no entitlement shares of Stock issued to the Stock equivalent. If Holder upon such Holder’s exercise of an Option to satisfy the obligation for Tax-Related Items is satisfied by tax withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number obligations of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or an Affiliate; provided that the Employer Fair Market Value of the shares of Stock held back shall not exceed the Company’s or the Affiliate’s Minimum Statutory Tax Withholding Obligation. The Committee may, in its discretion, permit a Holder to satisfy any Minimum Statutory Tax Withholding Obligation arising upon the vesting of an Award by delivering to the Holder 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 under the Award, the Company shall (a) calculate the amount of Tax-Related Items the Company’s or an Affiliate’s Minimum Statutory Tax Withholding Obligation on the 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 Value of the shares of Stock withheld on the vesting date approximates the Company’s or an Affiliate’s Minimum Statutory Tax Withholding Obligation and (c) in lieu of the withheld shares of Stock, remit cash to the United States Treasury and/or other applicable governmental authorities, on behalf of the Holder, in the amount of the Minimum Statutory Tax Withholding Obligation. The Company shall withhold only whole shares of Stock to 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 18.3. The withheld shares of Stock not made available for delivery by the Company shall be retained as treasury shares or will be cancelled and the Holder’s right, title and interest in such shares of Stock shall terminate. The Company shall have no obligation upon vesting or exercise of any Award or lapse of restrictions on an Award until the Company or an Affiliate has received payment sufficient to cover the Employer may 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 existence of the tax or the amount which it will be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Itemswithhold.

Tax Withholding. The Participant acknowledges thatAs a condition to the delivery of shares of Common Stock upon the exercise of Options, regardless of any action taken Optionee must, upon request by the Company orCompany, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUs, including, but not limited to, the grant, vesting or settlement of the TBS RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to 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 Employer “Required Tax Payments”) with respect to the Award. If Optionee 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 Optionee, including regular salary or bonus payments. No shares of Tax-Related Items that Common Stock will be issued or delivered until the Required Tax Payments have been paid in full. Optionee 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 in Section 3), 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 Optionee 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 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 Company or withheld from the Employer may Holder shall be determined by applying the maximum statutory withholding rate, if the Holder makes such an election. Any fraction of a share of Common Stock which would be required to withhold satisfy any Required Tax Payment will be disregarded and the remaining amount due must be paid in cash by Optionee. No share of Common Stock will be issued or account for as a result of delivered until the Participant’s participation Required Tax Payments have been satisfied in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Itemsfull.

Tax Withholding. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company or, if different, the Participant’s employer Affiliate that employs you (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to you or deemed by the Participant Company or the Employer in their discretion to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer, if any. The Participant You further acknowledges acknowledge that the Company and/or the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsPSUs, including, but not limited to, the grant, vesting or settlement of the TBS RSUsPSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or or dividend equivalents; and (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs PSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is you are subject to Tax-Related Items in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, the Participant acknowledges as applicable, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, the Participant agrees you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes you authorize the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s your wages or other cash compensation paid to the Participant you by the Company and/or the Employer; or (ii) withholding from the proceeds of the sale of Shares acquired upon settlement vesting of the TBS RSUs PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s your behalf pursuant to this authorization without further consent); or (iii) withholding in from the Shares to be issued delivered upon settlement of the TBS RSUs. Further, notwithstanding anything herein PSUs that number of Shares having a Fair Market Value equal to the contrary, amount required by law to be withheld; or (iv) permitting you to tender back to the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with delivered upon settlement of the PSUs or Shares previously owned by you having a value that does not exceed Fair Market Value equal to the liability amount required by law to be withheld. For purposes of the foregoing, no fractional Share will be withheld or issued pursuant to the grant of the PSUs and the issuance of Shares hereunder. Notwithstanding the foregoing, if you are a Section 16 Participant, your withholding obligations shall be satisfied as described in clause (iii) above, unless the Committee approves another form of payment for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates (as determined by the Company in good faith and in its sole discretion) or other applicable withholding rates, including maximum applicable rates, in which case the Participant may you will receive a refund of any over-withheld amount from the relevant taxing authority in cash and will have no entitlement to the Stock share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Sharesfrom the Shares to be delivered upon vesting of the PSUs, for tax purposes, the Participant is you are deemed to have been issued the full number of Shares subject to the vested AwardPSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees You agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of from the sale of Shares, if Shares until arrangements satisfactory to the Participant fails to comply with the Participant’s obligations Administrator have been made in connection with the Tax-Related Items. You will have no further rights with respect to any Shares that are retained by the Company pursuant to this provision.

Tax Withholding. The Participant agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Participant) for the satisfaction of all tax and/or social insurance liability obligations and requirements in connection with the Option, including, without limitation, (a) all income, employment and local taxes that the Company or the Service Recipient determines are required to be withheld by the Company or the Service Recipient or other payment of tax-related items related to the Option and legally applicable to Participant, (b) the Participant’s and, to the extent required by the Company (or Service Recipient), the Company’s (or Service Recipient’s) fringe benefit tax liability, if any, associated with the grant, vesting, or exercise of the Option or sale of Shares, and (c) any other Company (or Service Recipient) taxes the responsibility for which the Participant has, or has agreed to bear, with respect to the Option (or exercise thereof or issuance of Shares thereunder) (collectively, the “Tax-Related Items”) which the Company determines must be withheld in connection with the Option, including but not limited to with respect to . Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”)) or Parent or Subsidiary to which Participant is providing services (together, the Company, Employer, and/or Parent or Subsidiary to which the Participant is providing services, the “Service Recipient”) the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the EmployerService Recipient. The Participant further acknowledges that the Company and/or the Employer Service Recipient (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsthis Option, including, but not limited to, the grant, vesting or settlement exercise of the TBS RSUsOption, the subsequent sale of Exercised Shares acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalentsdividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs this Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such withholding amounts are not delivered at the time of exercise. Further, if the Participant is subject to Tax-Related Items in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, the as applicable, Participant acknowledges that the Company and/or the Employer Service Recipient (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer Service Recipient to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Tax Withholding. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Participant’s Xxxxxx or your employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other taxTax-related items Related Items related to the Participant’s your participation in the Plan and legally applicable to you or deemed by Xxxxxx or the Participant (“Employer to be an appropriate charge to you even if technically due by Xxxxxx or the Employer, you acknowledge that the ultimate liability for all Tax-Related Items”), Items is and remains the Participant’s your responsibility (or that of your beneficiary) and may exceed the amount, if any, amount actually withheld by the Company Xxxxxx or the Employer. The Participant You further acknowledges acknowledge that the Company Xxxxxx and/or the Employer Employer: (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the TBS RSUsOption grant, including, but not limited to, including the grant, vesting or settlement exercise of the TBS RSUsOption, the subsequent sale of Shares acquired pursuant to such settlement exercise and the receipt of any dividends and/or dividend equivalentsdividends; and (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs Option to reduce or eliminate the Participant’s your (or your beneficiary’s) liability for such Tax-Related Items or to achieve any particular tax result. Further, if the Participant is you have become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable event, the Participant acknowledges you acknowledge that the Company Xxxxxx and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding eventevent (federal, state, and local, domestic or foreign, required by law or regulation) arising as applicablea result of this Award Agreement, the Participant agrees to you (or your beneficiary) shall pay or make adequate arrangements satisfactory to Xxxxxx or the Company and/or the Employer Employer, to satisfy all Tax-Related Items. In this regard, you authorize Xxxxxx and/or the Participant authorizes the Company Employer, or its agent their respective agents, at their discretion and pursuant to such procedures as Xxxxxx may specify from time to time, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.:

Tax Withholding. All distributions under the Plan are subject to withholding of all applicable federal, state, local and foreign taxes, and the Committee may condition the settlement of the PBS RSUs on satisfaction of the applicable withholding obligations. The Participant acknowledges thatCompany, regardless Carnival plc or any Affiliate of any action taken by the Company oror Carnival plc has the right, if differentbut not the obligation, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account to withhold or retain any Shares or other tax-related items related to the Participant’s participation in the Plan and legally applicable property deliverable to the Participant (“Tax-Related Items”), is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with the grant of PBS RSUs or from any aspect compensation or other amounts owing to the Participant the amount (in cash, Shares or other property) of any required tax withholding in respect of the TBS RSUsShares and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. (d) Clawback/Forfeiture. (i) In the case of fraud, negligence, intentional or gross misconduct or other wrongdoing on the part of Participant (or any other event or circumstance set forth in any clawback policy implemented by the Company, including, but not limited towithout limitation, any clawback policy adopted to comply with the grantrequirements of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder) that results in a material restatement of the Company’s issued financial statements, vesting such Participant will be required to reimburse the Company for all or a portion, as determined by the Committee in its sole discretion, of any income or gain realized on the settlement of the TBS RSUs, PBS RSUs or the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the TBS RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the TBS PBS RSUs either through a voluntary sale or through a mandatory sale arranged with respect to any fiscal year in which the Company’s financial results are negatively impacted by such restatement. The Participant agrees to and shall be required to repay any such amount to the Company (within 30 days after the Company demands repayment. In addition, if the Company is required by law to include an additional “clawback” or “forfeiture” provision to outstanding awards, under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or otherwise, then such clawback or forfeiture provision shall also apply to this Agreement as if it had been included on the Date of Grant and the Company shall promptly notify the Participant of such additional provision. In addition, if a Participant has engaged or is engaged in Detrimental Activity after the Participant’s behalf pursuant to this authorization without further consent); employment or (iii) withholding in service with the Company or its subsidiaries has ceased, then the Participant, within 30 days after written demand by the Company, shall return any income or gain realized on the settlement of the PBS RSUs or the subsequent sale of Shares to be issued acquired upon settlement of the TBS PBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c(ii) For purposes of this Agreement, “Detrimental Activity” means any of the following: (i) unauthorized disclosure of any confidential or if proprietary information of the Combined Group, (ii) any activity that would be grounds to terminate the Participant’s employment 4 or service with the Combined Group for Cause, (iii) whether in writing or orally, maligning, denigrating or disparaging the Combined Group or their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise approved publishing (whether in advance by writing or orally) statements that tend to portray any of the Committee aforementioned persons or entities in an unfavorable light, or (iv) the Board. Depending on the withholding methodbreach of any noncompetition, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates nonsolicitation or other applicable withholding ratesagreement containing restrictive covenants, including maximum applicable rates, in which case with the Combined Group. For purposes of the preceding sentence the phrase “the Combined Group” shall mean “any member of the Combined Group or any Affiliate”. (e) No Rights as Stockholder. The Participant may receive a refund shall not be deemed for any purpose to be the owner of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related ItemsPBS RSUs. Finally, the Participant agrees to pay to the The Company or the Employer any amount of Tax-Related Items that the Company or the Employer may shall not be required to withhold or account set aside any fund for as a result the payment of the Participant’s participation in the Plan that cannot be satisfied by the means previously describedPBS RSUs. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.(f)