Common use of Withholding of Taxes Clause in Contracts

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to the payment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Company.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares shares of Stock will be issued to Grantee, you unless and until satisfactory arrangements (as determined by the AdministratorCommittee) will have been made by Grantee you with respect to the payment of all Tax-Related Items federal, state, local or foreign income, employment and other taxes which the Company Committee determines must be withheld (“Tax Related Items”) with respect to such Shares the shares of Stock so issuable. The AdministratorCommittee hereby allows you, in its sole discretion and pursuant to such procedures as it the Committee may specify from time to time, may permit Grantee to satisfy Tax-such Tax Related Items, in whole or in part (without limitation) by one or more of the following (without limitation): following: (a) paying cash, ; (b) withholding electing to have CryoLife or an Eligible Employer withhold otherwise deliverable shares of Stock having a Fair Market Value, as defined in the Plan, equal to the amount of the Tax Related Items required to be withheld; or (c) electing to have CryoLife or an Eligible Employer withhold any amount of Tax Related Items from the Grantee's any wages or other cash compensation paid payable to Grantee you by CryoLife or the Company and/or the Eligible Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company case may determine in its sole discretion (whether through a broker or otherwise)be. If the obligation for Tax-Tax Related Items is satisfied by withholding in Sharesa number of shares of Stock as described above, Grantee is you will be deemed to have been issued the full number of Shares shares of Stock subject to the vested Restricted Stock Unitsperformance shares, notwithstanding that a number of the Shares shares of Stock are held back solely for the purpose of paying the Tax-Tax Related Items due as a result of any aspect of the Restricted Stock Unitsperformance shares. If Grantee fails you fail to make satisfactory arrangements for the payment of any Tax-the Tax Related Items hereunder at the time any applicable Shares otherwise performance shares are scheduled to vest pursuant to Section 2vest, Grantee you will permanently forfeit such Shares performance shares and the Shares no shares of Stock will be returned issued to the Company at no cost you pursuant to the Companythem.

Withholding of Taxes. Regardless You acknowledge that you are required to make acceptable arrangements to pay any withholding taxes that may be due as a result of any action receipt of this Award or the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax vesting (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is continued vesting) and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect payout of the Restricted Stock UnitsPSUs that you receive under this Award, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued released to Granteeyou until you have made such arrangements. These arrangements may include any one or a combination of the following, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to Company or the payment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): Committee: (a) paying cash, the Company’s repurchase of Shares to be issued upon settlement of the PSUs (b) the sale of Shares acquired upon settlement of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (c) direct payment by you to the Company; (d) payroll withholding from the Grantee's your wages or other cash compensation paid to Grantee you by the Company and/or the Employer, Company; or (ce) have any other method as the Company withhold or Committee may elect in compliance with the Plan, the Code and applicable law. The FMV of the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise deliverable Shareswould have been withheld in cash, provided that and will be applied as a credit against the taxes. Depending on the withholding method, the Company only withholds the amount of Shares necessary to satisfy the may withhold or account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount or such other amount as may be necessary in cash and will have no entitlement to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)common share equivalent. If the obligation for Tax-Related Items taxes is satisfied by withholding in the repurchase of Shares, Grantee is you are deemed to have been issued the full number of Shares subject to the vested Restricted Stock UnitsRSU, notwithstanding that a number of the Shares are held back repurchased solely for the purpose of paying the Tax-Related Items taxes. You acknowledge that the ultimate liability for all tax obligations legally due as a result by you is and remains your responsibility. If you are subject to tax liabilities in more than one jurisdiction between the grant date and the date of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2relevant taxable or tax withholding event, Grantee will permanently forfeit such Shares and the Shares will be returned to as applicable, you acknowledge that the Company at no cost may be required to the Companywithhold or account for tax liability in more than one jurisdiction.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to GranteeParticipant, unless and until satisfactory arrangements (as determined by the AdministratorCompany) will have been made by Grantee Participant with respect to the payment of all Tax-Related Items income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares so issuableShares. The AdministratorPrior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee or require Participant to satisfy Tax-Related Itemssuch tax withholding obligation, in whole or in part by one or more of the following (without limitation): ) by (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid electing to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable SharesShares having a Fair Market Value equal to the minimum amount required to be withheld, provided that (c) delivering to the Company only withholds already vested and owned Shares having a Fair Market Value equal to the amount of Shares necessary required to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatmentwithheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)) equal to the amount required to be withheld. If To the obligation for Tax-Related Items is satisfied extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding in Shares, Grantee is deemed to have been issued obligations by reducing the full number of Shares subject otherwise deliverable to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock UnitsParticipant. If Grantee Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items required tax withholding obligations hereunder at the time any applicable Shares Restricted Stock Units otherwise are scheduled to vest pursuant to Section 2Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Grantee Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Shares Restricted Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Grantee, Participant unless and until satisfactory arrangements (as determined by the AdministratorCommittee) will have been made by Grantee Participant with respect to the payment of all Tax-Related Items federal, state, local or foreign income, employment and other taxes which the Company Committee determines must be withheld (“Tax Related Items”) with respect to such the Shares so issuable. The AdministratorCommittee hereby allows Participant, in its sole discretion and pursuant to such procedures as it the Committee may specify from time to time, may permit Grantee to satisfy Tax-such Tax Related Items, in whole or in part (without limitation) by one or more of the following (without limitation): following: (a) paying cash, ; (b) withholding from selling on the Grantee's wages open market otherwise deliverable Shares having a Fair Market Value, as defined in the Plan, equal to the amount needed to cover the Tax Related Items; or other cash compensation paid to Grantee by the Company and/or the Employer, (c) electing to have the Company withhold otherwise deliverable SharesShares having a Fair Market Value, provided that as defined in the Company only withholds Plan, equal to the amount of Shares necessary the Tax Related Items required to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)withheld. If the obligation for Tax-Tax Related Items is satisfied by selling Shares on the open market or withholding in Sharesa number of Shares as described above, Grantee is Participant will be deemed to have been issued the full number of Shares subject to the vested Restricted Stock UnitsPerformance Shares, notwithstanding that a number of the Shares are sold or held back solely for the purpose of paying the Tax-Tax Related Items due as a result of any aspect of the Restricted Stock UnitsAward. If Grantee Participant fails to make satisfactory arrangements for the payment of any Tax-the Tax Related Items hereunder at the time any applicable Shares otherwise are portion of the Award is scheduled to vest pursuant to Section 2vest, Grantee Participant will permanently forfeit such Shares portion of the Award and the no Shares will be returned issued to the Company at no cost Participant pursuant to the Companythem.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee Participant’s employer (the "“Employer"”) take takes with respect to any or all income tax (including federalapplicable national, statelocal, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the grant, vesting or settlement of the Performance Stock Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any ("“Tax-Related Items"”), Grantee Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Grantee Participant is and remains Grantee's Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and/or and the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Performance Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cashvesting, the subsequent sale of any Shares acquired at vesting under the Plan, and the receipt of any dividends, if any; and (iib) do does not commit to and is under no obligation to structure the terms of the grant Performance Stock Units or any aspect of the Restricted Performance Stock Units to reduce or eliminate the Grantee's Participant’s liability for Tax-Related Items, or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, 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. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued and no cash will be paid to GranteeParticipant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee Participant with respect to the payment of all any Tax-Related Items which the Company determines must be withheld with respect to the Performance Stock Units. On each vesting date (or other date or time at which the Company is required to withhold Tax-Related Items), the Company will retain from the Shares otherwise issuable on such date a number of Shares so issuable. The Administrator, having a fair market value (as determined by the Company in its sole discretion and pursuant discretion) equal to such procedures as it may specify from time the Company’s minimum statutory withholding obligation with respect to time, may permit Grantee Tax-Related Items. If the Company is unable to retain sufficient Shares to satisfy such Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided Participant acknowledges and agrees that the Company only withholds the amount or an affiliate of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker has the right to deduct from payments of any kind otherwise due to the Participant any national, state, local or otherwise). If the obligation other taxes of any kind required by law to be withheld for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject relating to the vested Restricted Stock Units, notwithstanding that a number vesting of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Performance Stock Units. If Grantee Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time any applicable Shares Performance Stock Units otherwise are scheduled to vest pursuant to Section 2Sections 3 or 4, Grantee Participant will permanently forfeit such Performance Stock Units and any right to receive Shares and/or cash thereunder and the Shares Performance Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to GranteeParticipant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee Participant with respect to the payment of all Tax-Related Items income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares so issuableShares. The Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee or require Participant to satisfy Tax-Related Itemssuch tax withholding obligation, in whole or in part by one or more of the following (without limitation): ) by (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid electing to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable SharesShares having a Fair Market Value equal to the minimum amount required to be withheld, provided that (c) delivering to the Company only withholds already vested and owned Shares having a Fair Market Value equal to the amount of Shares necessary required to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatmentwithheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)) equal to the amount required to be withheld. If To the obligation for Tax-Related Items is satisfied extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding in Shares, Grantee is deemed to have been issued obligations by reducing the full number of Shares subject otherwise deliverable to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock UnitsParticipant. If Grantee Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items required tax withholding obligations hereunder at the time any applicable Shares Restricted Stock Units otherwise are scheduled to vest pursuant to Section 2Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Grantee Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Shares Restricted Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Regardless You acknowledge that you are responsible to pay any and all applicable tax obligations, including withholding and other taxes, which may be due as a result of any action receipt of this Award or the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is settlement and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect payout of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, DSUs that you receive under this Award. You acknowledge and agree that the payment of the Restricted Stock Units in Shares such tax obligations may be made by any one or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms a combination of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreementfollowing methods, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to Company or the payment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): Committee: (a) paying cash, the Company’s repurchase of Shares to be issued upon settlement of the DSUs; (b) the sale of Shares acquired upon settlement of the DSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (c) direct payment by you to the Company; (d) payroll withholding from the Grantee's your wages or other cash compensation paid to Grantee you by the Company and/or the Employer, Company; or (ce) have any other method as the Company withhold or Committee may elect in compliance with the Plan, the Code and applicable law. The Fair Market Value of the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise deliverable Shareswould have been withheld in cash, provided that and will be applied as a credit against the taxes. Depending on the withholding method, the Company only withholds the amount of Shares necessary to satisfy the may withhold or account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including applicable maximum rates, in which case you will receive a refund of any over-withheld amount or such other amount as may be necessary in cash and will have no entitlement to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)common share equivalent. If the obligation for Tax-Related Items taxes is satisfied by withholding in the repurchase of Shares, Grantee is you are deemed to have been issued the full number of Shares subject to the vested Restricted Stock UnitsDSUs, notwithstanding that a number of the Shares are held back repurchased by the Company solely for the purpose of paying the Tax-Related Items taxes. You acknowledge that the ultimate liability for all tax obligations legally due as a result by you is and remains your responsibility. If you are subject to tax liabilities in more than one jurisdiction between the Grant Date and the date of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2relevant taxable or tax withholding event, Grantee will permanently forfeit such Shares and the Shares will be returned to as applicable, you acknowledge that the Company at no cost may be required to the Companywithhold or account for tax liability in more than one jurisdiction.

Withholding of Taxes. Regardless When shares of any action Restricted Stock become vested, the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer Restricted Stock Award recipient shall (i) make no representations pay the Company an amount of money necessary to satisfy the Company's tax withholding obligations under the Code and applicable state or undertakings regarding local law arising from the treatment vesting of any Tax-Related Items such Restricted Stock or, (ii) elect to receive a reduced number of shares of Common Stock to satisfy the Company's tax withholding obligations. At the time a Restricted Stock Award recipient's shares of Restricted Stock become vested, the Company shall calculate the amount of the Company's tax withholding obligations on the assumption that all such vested shares of Restricted Stock are made available for delivery. The Restricted Stock Award recipient may pay the Company the amount of the Company's tax withholding obligations by cashier's check drawn on a national banking association and payable to the order of the Company in connection with any aspect United States dollars. Such payment, if any, shall be delivered to the Company within three days after the date of the lapse of restrictions. If the Restricted Stock Award recipient does not timely pay the Company an amount necessary to satisfy the Company's withholding obligation, he shall be deemed to have elected to have the Company withhold shares of the Restricted stock to satisfy the Company's withholding obligation. In the event that a Restricted Stock Recipient is deemed to have made such an election, the Company shall (i) reduce the number of vested shares of Restricted Stock made available for delivery so that the Fair Market Value of the shares withheld on the vesting date approximates the amount of tax the Company is obliged to withhold and (ii) in lieu of the withheld shares, remit cash to the United States Treasury and other applicable governmental authorities, on behalf of the Restricted Stock UnitsAward recipient, including in the grant amount of the withholding tax due. If the Restricted Stock UnitsAward recipient is deemed to have elected to receive a reduced number of shares of Common Stock to satisfy the Company's tax withholding obligations, the Company shall withhold only the number of whole shares of Common Stock necessary to satisfy its minimum statutory withholding obligation, which shall be based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to the Restricted Stock Award recipient's taxable income arising from the vesting of his Restricted Stock UnitsStock. If the Fair Market Value of the withheld shares does not equal Company's minimum statutory withholding amount due, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee Company shall withhold whole shares with respect to the payment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy a Fair Market Value slightly less than the minimum statutory withholding amount or such other amount as may be necessary due. The Restricted Stock Award recipient shall pay to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine the remaining balance of the minimum statutory withholding amount due by cashier's check drawn on a national banking association and payable to the order of the Company in its sole discretion (whether through a broker United States dollars. The withheld shares of Restricted Stock not made available for delivery by the Company shall be retained as treasury stock or otherwise)will be canceled and, in either case, the recipient's right, title and interest in such Restricted Stock shall terminate. If All references to the obligation for Tax-Related Items is satisfied by withholding Restricted Stock recipient in Shares, Grantee is this Section 8.E shall be deemed to have been issued the full number of Shares subject be references to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect estate of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2recipient, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Companyif applicable.

Withholding of Taxes. Regardless You acknowledge that you are responsible to pay any and all applicable tax obligations, including withholding and other taxes, which may be due as a result of any action receipt of this Award or the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is vesting and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect payout of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, PSUs that you receive under this Award. You acknowledge and agree that the payment of the Restricted Stock Units in Shares such tax obligations may be made by any one or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms a combination of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreementfollowing methods, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to Company or the payment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): Committee: (a) paying cash, the Company’s repurchase of Shares to be issued upon settlement of the PSUs; (b) the sale of Shares acquired upon settlement of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (c) direct payment by you to the Company; (d) payroll withholding from the Grantee's your wages or other cash compensation paid to Grantee you by the Company and/or the Employer, Company; or (ce) have any other method as the Company withhold or Committee may elect in compliance with the Plan, the Code and applicable law. The Fair Market Value of the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise deliverable Shareswould have been withheld in cash, provided that and will be applied as a credit against the taxes. Depending on the withholding method, the Company only withholds the amount of Shares necessary to satisfy the may withhold or account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including applicable maximum rates, in which case you will receive a refund of any over-withheld amount or such other amount as may be necessary in cash and will have no entitlement to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)common share equivalent. If the obligation for Tax-Related Items taxes is satisfied by withholding in the repurchase of Shares, Grantee is you are deemed to have been issued the full number of Shares subject to the vested Restricted Stock UnitsPSU, notwithstanding that a number of the Shares are held back repurchased by the Company solely for the purpose of paying the Tax-Related Items taxes. You acknowledge that the ultimate liability for all tax obligations legally due as a result by you is and remains your responsibility. If you are subject to tax liabilities in more than one jurisdiction between the Grant Date and the date of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2relevant taxable or tax withholding event, Grantee will permanently forfeit such Shares and the Shares will be returned to as applicable, you acknowledge that the Company at no cost may be required to the Companywithhold or account for tax liability in more than one jurisdiction. 4.

Withholding of Taxes. Regardless of any action To the extent required by Applicable Law, the Company and/or has the Subsidiary authority to deduct or affiliate employing Grantee withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy all applicable federal, state, local and foreign taxes (including the "Employer"Participant’s tax obligation) take required by Applicable Law to be withheld with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including taxable event arising from the grant of the Restricted Stock UnitsOption. At the Company’s election, the Participant may satisfy his or her tax obligation, in whole or in part, by either: (a) electing to have the Company withhold Class A Ordinary Shares otherwise to be delivered with a Fair Market Value (as defined in the Plan) equal to the tax withholding obligation; (b) surrendering to the Company previously owned Class A Ordinary Shares with a Fair Market Value equal to the tax withholding obligation; (c) allowing the Company to withhold the amount of the tax withholding obligation from the Participant’s cash compensation; or (d) paying the amount of the tax withholding obligation directly to the Company in cash. If the Administrator determines that the Participant has not satisfied or performed his or her tax obligations, then the Administrator has the right, but not the obligation, to suspend the vesting of Restricted Stock Unitsthe Option (the “Suspended Period”) commencing upon the Participant’s failure or default until such time the Participant has fully satisfied or performed such tax obligations. For the avoidance of doubt: (i) the Administrator has discretion in determining whether or not the Participant has satisfied or performed, the payment of the Restricted Stock Units in Shares fully or in cashotherwise, the subsequent sale of any Shares acquired at vesting and the receipt of any dividendshis or her tax obligations; and (ii) do not commit to structure after the terms vesting suspension is lifted, the time at which the specific number of Class A Ordinary Shares underlying the grant or any aspect of Option may otherwise vest under the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreementoriginal vesting schedule shall be postponed, no certificate representing the Shares will be issued to Granteein each case, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to the payment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient same number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as days that elapse during the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the CompanySuspended Period.

Withholding of Taxes. Regardless When Shares are issued as payment for vested Restricted Stock Units or, in the discretion of any action the Company, at such earlier time as the Tax Obligations (defined below) are due, the Company and/or (or the Subsidiary or affiliate employing Grantee (Affiliate) will withhold a portion of the "Employer") take with respect Shares that has an aggregate market value sufficient to any or pay all income tax (including federal, state, and/or local taxes), taxes and social insurance, payroll tax, payment on account or insurance liability and other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items requirements in connection with the Shares, including, without limitation, (a) all federal, state and local income, employment and any aspect of other applicable taxes that are required to be withheld by the Restricted Stock UnitsCompany or the employing Affiliate, including (b) the grant of Employee’s and, to the Restricted Stock Unitsextent required by the Company (or the employing Affiliate), the vesting of Restricted Stock UnitsCompany’s (or the employing Affiliate’s) fringe benefit tax liability, if any, associated with the payment grant, vesting, or sale of the Restricted Stock Units in and the Shares issued thereunder, and (c) all other taxes or in cashsocial insurance liabilities with respect to which the Employee has agreed to bear responsibility (collectively, the subsequent sale “Tax Obligations”). The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund provided in the U.S. for any value of the Shares withheld in excess of the Tax Obligations as a result of such rounding. Notwithstanding the foregoing, the Company, in its sole discretion, may require the Employee to make alternate arrangements satisfactory to the Company for such Tax Obligations in advance of the arising of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related ItemsTax Obligations. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the AdministratorCompany) will have been made by Grantee the Employee with respect to the payment of all Tax-Related Items which any Tax Obligations that the Company determines must be withheld or collected with respect to such Shares so issuableShares. The AdministratorIn addition and to the maximum extent permitted by law, in its sole discretion and pursuant the Company (or the employing Affiliate) has the right to such procedures as it may specify retain without notice from time salary or other amounts payable to timethe Employee, may permit Grantee cash having a sufficient value to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided any Tax Obligations that the Company only withholds determines cannot be satisfied through the amount withholding of otherwise deliverable Shares or that are due prior to the issuance of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of under the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned All Tax Obligations related to the Company at no cost to Restricted Stock Units and any Shares delivered in payment thereof are the Companysole responsibility of the Employee. Further, Employee shall be bound by any additional withholding requirements included in the Notice of Grant of this Agreement.

Withholding of Taxes. Regardless of any action When the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability Shares are issued in settlement for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the vested Restricted Stock Units, the vesting Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee will be subject to applicable taxes in his or her jurisdiction. If the Company is obligated at the time of the issuance of the Shares to withhold taxes on behalf of such income recognized by the Grantee (for example if the Grantee has become an Employee of the Company after the Grant Date and prior to the Vesting Date or Settlement Date, or if changes in Applicable Laws require such withholding), the Company reserves the right to withhold a portion of the Shares or cash otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to pay any applicable minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company with respect to the Shares. Withholding will occur at the time that the Company determines is necessary or appropriate to comply with applicable law, which may be before the Restricted Stock Units are due to be settled. No fractional Shares will be withheld or issued pursuant to the grant of Restricted Stock UnitsUnits and the issuance of Shares thereunder. The Company may instead, in its discretion, withhold an amount necessary to pay the payment applicable taxes from the Grantee’s Non-Employee Director compensation or other amounts payable to the Grantee, with no withholding of Shares. In the event that any applicable withholding requirements are not satisfied through the withholding of Shares (or, through the Grantee’s compensation or other amounts payable to the Grantee, as indicated above), no Shares will be issued to the Grantee (or his or her estate) in settlement of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the AdministratorCommittee) will have been made by the Grantee with respect to the payment of all Tax-Related Items any applicable taxes which the Company determines must be withheld or collected with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Units. If By accepting this Award, the Grantee fails expressly consents to make satisfactory arrangements for the payment withholding of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to any cash or Share withholding as provided for in this paragraph 12. All income and other taxes related to the Company at no cost to Restricted Stock Unit award and any Shares delivered in payment thereof are the Companysole responsibility of the Grantee. 13.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee Participant’s employer (the "“Employer"”) take takes with respect to any or all income tax (including federal, state, and/or local taxes)tax, social insurance, payroll tax, payment on account or other tax-related withholding which the Company determines must be withheld or collected with respect to this Award and/or the Shares thereunder ("“Tax-Related Items"”), Grantee Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee him or her is and remains Grantee's Participant’s responsibility and that the Company and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsUnit grant, including the grant grant, vesting or settlement of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting pursuant to such settlement and the receipt of any dividends; and (ii2) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's Participant’s liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to GranteeParticipant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee Participant with respect to the payment of Tax-Related Items. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all obligations of the Company and/or the Employer for Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items which legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company determines must be withheld with respect to such Shares so issuableand/or the Employer or from proceeds of the sale of Shares. The AdministratorAlternatively, or in addition, if permissible under applicable local law, the Company may, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee or require Participant to satisfy such Tax-Related Items, in whole or in part by one or more of the following (without limitation): ) by (a) paying cashcash (or cash equivalent), (b) withholding from the Grantee's wages or other cash compensation paid electing to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of cash or Shares necessary having a fair market value equal to satisfy the minimum statutory withholding amount required to be withheld or such other greater amount as the Administrator may be necessary to avoid determine if such amount would not have adverse accounting treatmentconsequences, as the Administrator determines in its sole discretion, (c) delivering to the Company already-owned Shares having a fair market value equal to the minimum statutory amount required to be withheld or such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)) equal to the amount required to be withheld for Tax-Related Items. If The Company, in its sole discretion, will have the obligation right (but not the obligation) to satisfy any Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such obligations for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Unitssatisfied. If Grantee Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time any applicable Shares Restricted Stock Units otherwise are scheduled to vest pursuant to Section 2Sections 3 or 4 or Tax-Related Items related to the Restricted Stock Units otherwise are due, Grantee Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Shares Restricted Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Regardless The Company shall be entitled, if necessary or desirable, to withhold from any amounts due and payable by the Company to «Last_Name» (or to secure payment from «Last_Name» in lieu of withholding) the amount of any action withholding or other tax due from the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any Common Stock which becomes vested and unrestricted under this Agreement, and the Company may defer such issuance until such amounts are paid or withheld. «Last_Name» may elect to satisfy his or her obligation to advance the amount of any required income or other withholding taxes (the “Required Tax Payments”) by any of the following means: (1) a cash payment to the Company, (2) delivery (either actual delivery or by attestation procedures established by the Company) to the Company of previously owned whole shares of Common Stock (for which «Last_Name» has good title, free and clear of all income tax liens and encumbrances) having a Fair Market Value (including federal, state, and/or local taxesas defined in the Plan), social insurance, payroll tax, payment on account determined as of the date the obligation to withhold or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items pay taxes first arises in connection with any aspect the Performance-Based Restricted Stock Unit Award (the “Tax Date”), equal to the Required Tax Payments, (3) authorizing the Company to withhold from the shares of Common Stock otherwise to be delivered to the holder pursuant to the Performance-Based Restricted Stock Unit Award, a number of whole shares of Common Stock having a Fair Market Value, determined as of the Restricted Stock UnitsTax Date, including equal to the grant of Required Tax Payments, (4) a cash payment by a broker-dealer acceptable to the Restricted Stock Units, Company through whom «Last_Name» has sold the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee shares with respect to the payment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuableRequired Tax Payments have arisen or (5) any combination of (1), (2) and (3). The Administrator, in its Compensation Committee shall have sole discretion and to disapprove of an election pursuant to such procedures any of clauses (2)-(5) for any holder who is not a director or an “officer” (as it defined in Rule 16a-1(f) under the 1934 Act). Shares of Common Stock to be delivered or withheld may specify from time to time, may permit Grantee not have a Fair Market Value in excess of the minimum amount of the Required Tax Payments. Any fraction of a share of Common Stock which would be required to satisfy Tax-Related Items, such an obligation shall be disregarded and the remaining amount due shall be paid in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or holder. No certificate representing a share of Common Stock shall be delivered until the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to Required Tax Payments have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Companysatisfied in full.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to GranteeParticipant, unless and until satisfactory arrangements (as determined by the AdministratorCompany) will have been made by Grantee Participant with respect to the payment of all Tax-Related Items income, employment and other taxes which the Company determines must be withheld with respect to such Shares so issuableShares. The AdministratorCompany, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee Participant to satisfy Tax-Related Itemssuch tax withholding obligation, in whole or in part by one or more of the following (without limitation): ) by (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid electing to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable SharesShares having a Fair Market Value equal to the minimum amount required to be withheld, provided that (c) delivering to the Company only withholds already vested and owned Shares having a Fair Market Value equal to the amount of Shares necessary required to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatmentwithheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)) equal to the amount required to be withheld. If To the obligation for Tax-Related Items is satisfied extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding in Shares, Grantee is deemed to have been issued obligations by reducing the full number of Shares subject otherwise deliverable to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock UnitsParticipant. If Grantee Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items required tax withholding obligations hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2Settlement Date, Grantee Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Shares Restricted Stock Units will be returned to the Company at no cost to the Company. The Company intends to rely upon the rule of convenience provided in Section 31.3121(v)(2)-1(e)(5) of the Treasury Regulations such that any FICA/FUTA tax obligations will be satisfied at the same time as all income tax obligations on the Settlement Date, rather than on the date of vesting of such underlying Shares.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee Grantee’s employer (the "“Employer"”) take takes with respect to any or all income tax (including federalapplicable national, statelocal, and/or local taxes), social insurance, payroll tax, payment on account or other taxtax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the grant or vesting of the Performance-related withholding Based Restricted Stock Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any ("“Tax-Related Items"”), Grantee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's ’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Grantee further acknowledges that the Company and/or and the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance-Based Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cashvesting, the subsequent sale of any Shares acquired at vesting under the Plan, and the receipt of any dividends, if any; and (iib) do does not commit to and is under no obligation to structure the terms of the grant Performance-Based Restricted Stock Units or any aspect of the Performance-Based Restricted Stock Units to reduce or eliminate the Grantee's ’s liability for Tax-Related Items, or achieve any particular tax result. Further, if Grantee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, 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. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to the payment of all any Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuableShares. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy such Tax-Related Items, in whole or in part by one or more of the following (without limitation): ) by (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid electing to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable SharesShares having a Fair Market Value equal to the minimum amount required to be withheld, provided that (c) delivering to the Company only withholds already vested and owned Shares having a Fair Market Value equal to the amount of Shares necessary required to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatmentwithheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)) equal to the amount required to be withheld. If To the obligation for extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued reducing the full number of Shares subject otherwise deliverable to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock UnitsGrantee. If Grantee fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time any applicable Shares Performance-Based Restricted Stock Units otherwise are scheduled to vest pursuant to Section 2Sections 3, 4 or 6, Grantee will permanently forfeit such Performance-Based Restricted Stock Units and any right to receive Shares thereunder and the Shares Performance-Based Restricted Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Regardless You acknowledge that you are required to make acceptable arrangements to pay any withholding taxes that may be due as a result of any action receipt of this Award or the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is vesting and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect payout of the Restricted Stock UnitsPSUs that you receive under this Award, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued released to Granteeyou until you have made such arrangements. These arrangements may include any one or a combination of the following, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to Company or the payment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): Committee: (a) paying cash, the Company’s repurchase of Shares to be issued upon settlement of the PSUs (b) the sale of Shares acquired upon settlement of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (c) direct payment by you to the Company; (d) payroll withholding from the Grantee's your wages or other cash compensation paid to Grantee you by the Company and/or the Employer, Company; or (ce) have any other method as the Company withhold or Committee may elect in compliance with the Plan, the Code and applicable law. The Fair Market Value of the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise deliverable Shareswould have been withheld in cash, provided that and will be applied as a credit against the taxes. Depending on the withholding method, the Company only withholds the amount of Shares necessary to satisfy the may withhold or account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount or such other amount as may be necessary in cash and will have no entitlement to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)common share equivalent. If the obligation for Tax-Related Items taxes is satisfied by withholding in the repurchase of Shares, Grantee is you are deemed to have been issued the full number of Shares subject to the vested Restricted Stock UnitsPSU, notwithstanding that a number of the Shares are held back repurchased solely for the purpose of paying the Tax-Related Items taxes. You acknowledge that the ultimate liability for all tax obligations legally due as a result by you is and remains your responsibility. If you are subject to tax liabilities in more than one jurisdiction between the Grant Date and the date of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2relevant taxable or tax withholding event, Grantee will permanently forfeit such Shares and the Shares will be returned to as applicable, you acknowledge that the Company at no cost may be required to the Companywithhold or account for tax liability in more than one jurisdiction.

Withholding of Taxes. Regardless The Company and any Affiliates shall have the right to deduct from payments of any action kind otherwise due to the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment taxes of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit kind required by law to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to the payment of all Tax-Related Items which the Company determines must be withheld with respect to the termination of the Restricted Period or the issuance of shares with respect to the Stock Units. At the termination of the Restricted Period and/or the issuance of shares, the Grantee shall pay to the Company any amount that the Company may reasonably determine to be necessary to satisfy such Shares so issuablewithholding obligation. The AdministratorGrantee acknowledges that at the termination of the Restricted Period with respect to Stock Units for which a deferral election has been made pursuant to Section 3, the Grantee will be obligated to pay at that time applicable FICA and Medicare taxes, even though federal and state income taxes may be postponed until the deferral period ends. Subject to the prior approval of the Company, which may be withheld by the Company in its sole discretion and pursuant to such procedures as it discretion, the Grantee may specify from time to time, may permit Grantee elect to satisfy Tax-Related Itemssuch obligations, in whole or in part part, (i) by one causing the Company to withhold shares of Stock otherwise deliverable or more (ii) by delivering to the Company shares of Stock already owned by the Grantee. The shares of Stock so delivered or withheld shall have a Fair Market Value equal to such withholding obligations. The Fair Market Value of the following (without limitation): (a) paying cash, (b) shares of Stock used to satisfy such withholding from the Grantee's wages or other cash compensation paid to Grantee obligation shall be determined by the Company and/or as of the Employer, (c) have the Company withhold otherwise deliverable Shares, provided date that the Company only withholds the amount of Shares necessary tax to be withheld is to be determined. A Grantee who has made an election pursuant to this Section 6 may satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise). If the withholding obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number only with shares of Shares Stock that are not subject to the vested Restricted Stock Unitsany repurchase, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2forfeiture, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Companyunfulfilled vesting, or other similar requirements.

Withholding of Taxes. Regardless of any action To the extent required by Applicable Law, the Company and/or has the Subsidiary authority to deduct or affiliate employing Grantee withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy all applicable federal, state, local and foreign taxes (including the "Employer"Participant’s tax obligation) take required by Applicable Law to be withheld with respect to any taxable event arising from these Restricted Shares. At the Company’s election, the Participant may satisfy his or all income her tax obligation, in whole or in part, by either: (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account a) electing to have the Company withhold Ordinary Shares otherwise to be delivered with a Fair Market Value equal to the tax withholding obligation; (b) surrendering to the Company previously owned Ordinary Shares with a Fair Market Value equal to the tax withholding obligation; (c) allowing the Company to withhold the amount of the tax withholding obligation from the Participant’s cash compensation; or other tax-related (d) paying the amount of the tax withholding ("Tax-Related Items"), Grantee acknowledges obligation directly to the Company in cash. If the Administrator determines that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that Participant has not satisfied or performed his or her tax obligations, then the Company and/or Administrator has the Employer right, but not the obligation, to suspend the vesting of the Restricted Shares (the “Suspended Period”) commencing upon the Participant’s failure or default until such time the Participant has fully satisfied or performed such tax obligations. For the avoidance of doubt: (i) make no representations the Administrator has discretion in determining whether or undertakings regarding not the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsParticipant has satisfied or performed, including the grant of the Restricted Stock Unitsfully or otherwise, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares his or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividendsher tax obligations; and (ii) do not commit to structure after the terms of vesting suspension is lifted, the grant or any aspect time at which the specific number of the Restricted Stock Units to reduce or eliminate Shares may otherwise vest under the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreementoriginal vesting schedule shall be postponed, no certificate representing the Shares will be issued to Granteein each case, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to the payment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient same number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as days that elapse during the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the CompanySuspended Period.

Withholding of Taxes. Regardless of any action Should the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take have any withholding obligations with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units or the Shares issued in Shares or in cashpayment thereof, the subsequent sale of any Shares acquired at vesting and Company (or the receipt of any dividends; and (iiemploying Parent or Subsidiary) do not commit to structure the terms will withhold a portion of the grant or any aspect of the Shares otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to reduce pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company (or eliminate the Grantee's liability for Tax-Related Itemsemploying Parent or Subsidiary) with respect to the Shares. Notwithstanding any contrary provision of this Agreement, no certificate representing the No fractional Shares will be withheld or issued pursuant to the grant of Restricted Stock Units and the issuance of Shares thereunder; any additional withholding necessary for this reason will be done by the Company through the Grantee’s paycheck, if any, or through direct payment by the Grantee to the Company in the form of cash, check or other cash equivalent. Accordingly, to the extent the Fair Market Value of the number of whole Shares withheld by the Company exceeds the withholding taxes, the Company will pay the Grantee the difference. The Company (or the employing Parent or Subsidiary) may instead, in its discretion, withhold an amount necessary to pay the applicable taxes from the Grantee’s paycheck or require the Grantee to pay an amount necessary to pay the applicable taxes directly to the Company (or the employing Parent or Subsidiary), in each case with no withholding of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the Grantee’s paycheck or direct payment, as indicated above), no payment will be made to the Grantee (or his or her estate) for Restricted Stock Units unless and until satisfactory arrangements (as determined by the AdministratorBoard) will have been made by the Grantee with respect to the payment of all Tax-Related Items any income and other taxes which the Company determines must be withheld or collected with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Units. If By accepting this Award, the Grantee fails expressly consents to make satisfactory arrangements for the payment withholding of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to any cash or Share withholding as provided for in this paragraph 9. All income and other taxes related to the Company at no cost to Restricted Stock Unit award and any Shares delivered in payment thereof are the Companysole responsibility of the Grantee.

Withholding of Taxes. Regardless If the Grantee makes an election under section 83(b) of the Code with respect to the Award, the Award made pursuant to this Agreement shall be conditioned upon the Grantee making prompt payment to the Company of any action applicable withholding obligations or withholding taxes by the Company and/or the Subsidiary or affiliate employing Grantee (“Withholding Taxes”). Failure by the "Employer"Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) take of the Code with respect to the Award, upon a Vesting Date with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect portion of the Restricted Stock UnitsShares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the Vesting Date, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer’s minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount as shall be reasonably required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer’s minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including the grant any cash dividends made in respect of the Restricted Stock Units, Shares subject to the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related ItemsAward). Notwithstanding any contrary provision For purposes of this Agreement, no certificate representing “Fair Value” means the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to the payment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number closing sales price of the Shares are held back solely for on the purpose Nasdaq Global Select Market on such date, or in the absence of paying reported sales on such date, the Tax-Related Items due as a result of any aspect closing sales price of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements Shares on the immediately preceding date for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Companywhich sales were reported.

Withholding of Taxes. Regardless When Shares are delivered upon vesting of any action Shares of Restricted Stock or, in the discretion of the Company, such earlier time as the Tax Obligations (defined below) are due, the Company and/or (or the Subsidiary or affiliate employing Grantee (Affiliate) will withhold a portion of the "Employer") take with respect Shares that have an aggregate market value sufficient to any or pay all income tax (including federal, state, and/or local taxes), taxes and social insurance, payroll tax, payment on account or insurance liability and other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items requirements in connection with the Shares, including, without limitation, (a) all federal, state and local income, employment and any aspect other applicable taxes that are required to be withheld by the Company or the employing Affiliate, (b) the Employee’s and, to the extent required by the Company (or the employing Affiliate), the Company’s (or the employing Affiliate’s) fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the Restricted Stock Unitsawarded and the Shares issued thereunder, including and (c) all other taxes or social insurance liabilities with respect to which the grant Employee has agreed to bear responsibility (collectively, the “Tax Obligations”). The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund provided in the U.S. for any value of the Restricted Stock UnitsShares withheld in excess of the Tax Obligations as a result of such rounding. Notwithstanding the foregoing, the vesting of Restricted Stock UnitsCompany, in its sole discretion, may require the payment Employee to make alternate arrangements satisfactory to the Company for such Tax Obligations in advance of the Restricted Stock Units in Shares or in cash, the subsequent sale arising of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related ItemsTax Obligations. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the AdministratorCompany) will have been made by Grantee the Employee with respect to the payment of all Tax-Related Items which any Tax Obligations that the Company determines must be withheld or collected with respect to such Shares so issuableShares. The AdministratorIn addition and to the maximum extent permitted by law, in its sole discretion and pursuant the Company (or the employing Affiliate) has the right to such procedures as it may specify retain without notice from time salary or other amounts payable to timethe Employee, may permit Grantee cash having a sufficient value to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided any Tax Obligations that the Company only withholds determines cannot be satisfied through the amount withholding of otherwise deliverable Shares or that are due prior to the issuance of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of under the Restricted Stock Unitsaward. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned All Tax Obligations related to the Company at no cost to Restricted Stock award and any Shares delivered in payment thereof are the Companysole responsibility of the Employee. Further, the Employee shall be bound by any additional withholding requirements included in the Notice of Grant [and/or Exhibit [__]] of this Agreement.

Withholding of Taxes. Regardless of any action When the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, Shares are issued as payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the vested Restricted Stock Units, the vesting Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee will be subject to applicable taxes in his or her jurisdiction. If the Company is obligated at the time of the issuance of the Shares to withhold taxes on behalf of such income recognized by the Grantee (for example if the Grantee has become an Employee of the Company after the Grant Date and prior to the Settlement Date, or if changes in Applicable Laws require such withholding), the Company reserves the right to withhold a portion of the Shares otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to pay any applicable minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company with respect to the Shares. No fractional Shares will be withheld or issued pursuant to the grant of Restricted Stock UnitsUnits and the issuance of Shares thereunder. The Company may instead, in its discretion, withhold an amount necessary to pay the payment applicable taxes from the Grantee’s Non-Employee Director compensation or other amounts payable to the Grantee, with no withholding of Shares. In the event that any applicable withholding requirements are not satisfied through the withholding of Shares (or, through the Grantee’s compensation or other amounts payable to the Grantee, as indicated above), no Shares will be issued to the Grantee (or his or her estate) in settlement of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the AdministratorCommittee) will have been made by the Grantee with respect to the payment of all Tax-Related Items any applicable taxes which the Company determines must be withheld or collected with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Units. If By accepting this Award, the Grantee fails expressly consents to make satisfactory arrangements for the payment withholding of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to any cash or Share withholding as provided for in this paragraph 12. All income and other taxes related to the Company at no cost to Restricted Stock Unit award and any Shares delivered in payment thereof are the Companysole responsibility of the Grantee.

Withholding of Taxes. Regardless As a condition precedent to the delivery to Grantee of any action Shares upon vesting of the Restricted Stock Units or the payment of any cash pursuant to Section 9 hereof, Grantee shall, upon request by the Company, pay to the Company and/or such amount of cash as the Subsidiary Company may be required, under all applicable federal, state, local or affiliate employing Grantee other laws or regulations, to withhold and pay over as income or other withholding taxes (the "Employer"“Required Tax Payments”) take with respect to the Restricted Stock Units and any such cash payments. If Grantee shall fail 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 then or thereafter payable by the Company to Grantee or withhold Shares. Grantee may elect to satisfy his or her obligation to advance the Required Tax Payments with respect to any or all income tax Restricted Stock Units by any of the following means: (including federal, state, and/or local taxes), social insurance, payroll tax, a) a cash payment on account or other tax-related withholding to the Company; ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that b) delivery to the Company and/or (either actual delivery or by attestation procedures established by the Employer (iCompany) make no representations of previously owned whole Shares having a Fair Market Value, determined as of the date the obligation to withhold or undertakings regarding the treatment of any Tax-Related Items pay taxes first arises in connection with any aspect the Restricted Stock Units (the “Tax Date”), equal to the Required Tax Payments; (c) authorizing the Company to withhold from the Shares otherwise to be delivered to Grantee upon the vesting of the Restricted Stock Units, including the grant a number of whole Shares having a Fair Market Value, determined as of the Restricted Stock UnitsTax Date, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect equal to the payment Required Tax Payments; or (d) any combination of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash), (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, and (c) ). Shares to be delivered or withheld may not have a Fair Market Value in excess of the Company withhold otherwise deliverable Shares, provided that the Company only withholds the minimum amount of Shares necessary the Required Tax Payments. Any fraction of a Share which would be required to satisfy such an obligation shall be disregarded and the minimum statutory withholding remaining amount or such other amount as may due shall be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such paid in cash by Grantee. No Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as shall be delivered until the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to Required Tax Payments have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of satisfied in full. For any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest cash payments made pursuant to Section 29 hereof, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to shall withhold from such cash payments the Company.Required Tax Payments. CEO

Withholding of Taxes. Regardless When Shares are issued as payment for vested Performance Shares or, in the discretion of any action the Company, at such earlier time as the Tax Obligations (defined below) are due, the Company and/or (or the Subsidiary employing Affiliate) will withhold a portion of the Shares that has an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, including, without limitation, (a) all federal, state and local income, employment and any other applicable taxes that are required to be withheld by the Company or affiliate the employing Grantee Affiliate, (b) the "Employer"Employee’s and, to the extent required by the Company (or the employing Affiliate), the Company’s (or the employing Affiliate’s) take fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the Performance Shares and the Shares issued thereunder, and (c) all other taxes or social insurance liabilities with respect to which the Employee has agreed to bear responsibility (collectively, the “Tax Obligations”). The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund provided in the U.S. for any or all income tax (including federalvalue of the Shares withheld in excess of the Tax Obligations as a result of such rounding. Notwithstanding the foregoing, statethe Company, and/or local taxes)in its sole discretion, social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that may require the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that Employee to make alternate arrangements satisfactory to the Company and/or for such Tax Obligations in advance of the Employer (i) make no representations or undertakings regarding the treatment arising of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related ItemsTax Obligations. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the AdministratorCompany) will have been made by Grantee the Employee with respect to the payment of all Tax-Related Items which any Tax Obligations that the Company determines must be withheld or collected with respect to such Shares so issuableShares. The AdministratorIn addition and to the maximum extent permitted by law, in its sole discretion and pursuant the Company (or the employing Affiliate) has the right to such procedures as it may specify retain without notice from time salary or other amounts payable to timethe Employee, may permit Grantee cash having a sufficient value to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided any Tax Obligations that the Company only withholds determines cannot be satisfied through the amount withholding of otherwise deliverable Shares or that are due prior to the issuance of Shares necessary to satisfy under the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)Performance Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject All Tax Obligations related to the vested Restricted Stock Units, notwithstanding that a number Performance Shares and any Shares delivered in payment thereof are the sole responsibility of the Shares are held back solely for Employee, except as provided in paragraph 7(b) of this Agreement. Further, Employee shall be bound by any additional withholding requirements included in the purpose Notice of paying the Tax-Related Items due as a result Grant and/or Exhibit A of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Companythis Agreement.

Withholding of Taxes. Regardless You acknowledge that you are responsible to pay any and all applicable tax obligations, including withholding and other taxes, which may be due as a result of any action receipt of this Award or the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is vesting and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect payout of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, RSUs that you receive under this Award. You acknowledge and agree that the payment of the Restricted Stock Units in Shares such tax obligations may be made by any one or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms a combination of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreementfollowing methods, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to Company or the payment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): Committee: (a) paying cash, the Company’s repurchase of Shares to be issued upon settlement of the RSUs; (b) the sale of Shares acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (c) direct payment by you to the Company; (d) payroll withholding from the Grantee's your wages or other cash compensation paid to Grantee you by the Company and/or the Employer, Company; or (ce) have any other method as the Company withhold or Committee may elect in compliance with the Plan, the Code and applicable law. The Fair Market Value of the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise deliverable Shareswould have been withheld in cash, provided that and will be applied as a credit against the taxes. 4 Depending on the withholding method, the Company only withholds the amount of Shares necessary to satisfy the may withhold or account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including applicable maximum rates, in which case you will receive a refund of any over-withheld amount or such other amount as may be necessary in cash and will have no entitlement to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)common share equivalent. If the obligation for Tax-Related Items taxes is satisfied by withholding in the repurchase of Shares, Grantee is you are deemed to have been issued the full number of Shares subject to the vested Restricted Stock UnitsRSUs, notwithstanding that a number of the Shares are held back repurchased by the Company solely for the purpose of paying the Tax-Related Items taxes. You acknowledge that the ultimate liability for all tax obligations legally due as a result by you is and remains your responsibility. If you are subject to tax liabilities in more than one jurisdiction between the Grant Date and the date of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2relevant taxable or tax withholding event, Grantee will permanently forfeit such Shares and the Shares will be returned to as applicable, you acknowledge that the Company at no cost may be required to the Companywithhold or account for tax liability in more than one jurisdiction. 4.

Withholding of Taxes. Regardless of any action When the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, Shares are issued as payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the vested Restricted Stock Units, the vesting Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee will be subject to applicable taxes in his or her jurisdiction. The Company (or the employing Subsidiary) will withhold a portion of the Shares otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by Avanex (or the employing Subsidiary) with respect to the Shares. No fractional Shares will be withheld or issued pursuant to the grant of Restricted Stock UnitsUnits and the issuance of Shares thereunder; any additional withholding necessary for this reason will be done by the Company through the Grantee’s paycheck. Accordingly, to the extent the Fair Market Value of the number of whole Shares withheld by the Company exceeds the withholding taxes, the Company will pay the Grantee the difference. The Company (or the employing Subsidiary) may instead, in its discretion, withhold an amount necessary to pay the applicable taxes from the Grantee’s paycheck, with no withholding of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the Grantee’s paycheck, as indicated above), no payment of will be made to the Grantee (or his or her estate) for Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by the Grantee with respect to the payment of all Tax-Related Items any income and other taxes which the Company determines must be withheld or collected with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Units. If By accepting this Award, the Grantee fails expressly consents to make satisfactory arrangements for the payment withholding of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to any cash or Share withholding as provided for in this paragraph 9. All income and other taxes related to the Company at no cost to Restricted Stock Unit award and any Shares delivered in payment thereof are the Companysole responsibility of the Grantee.

Withholding of Taxes. Regardless of any action To the extent required by Applicable Law, the Company and/or has the Subsidiary authority to deduct or affiliate employing Grantee withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy all applicable federal, state, local and foreign taxes (including the "Employer"Participant’s tax obligation) take required by Applicable Law to be withheld with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including taxable event arising from the grant of the Restricted Stock UnitsOption. At the Company’s election, the Participant may satisfy his or her tax obligation, in whole or in part, by either: (a) electing to have the Company withhold Ordinary Shares otherwise to be delivered with a Fair Market Value equal to the tax withholding obligation; (b) surrendering to the Company previously owned Ordinary Shares with a Fair Market Value equal to the tax withholding obligation; (c) allowing the Company to withhold the amount of the tax withholding obligation from the Participant’s cash compensation; or (d) paying the amount of the tax withholding obligation directly to the Company in cash. If the Administrator determines that the Participant has not satisfied or performed his or her tax obligations, then the Administrator has the right, but not the obligation, to suspend the vesting of Restricted Stock Unitsthe Option (the “Suspended Period”) commencing upon the Participant’s failure or default until such time the Participant has fully satisfied or performed such tax obligations. For the avoidance of doubt: (i) the Administrator has discretion in determining whether or not the Participant has satisfied or performed, the payment of the Restricted Stock Units in Shares fully or in cashotherwise, the subsequent sale of any Shares acquired at vesting and the receipt of any dividendshis or her tax obligations; and (ii) do not commit to structure after the terms vesting suspension is lifted, the time at which the specific number of Ordinary Shares underlying the grant or any aspect of Option may otherwise vest under the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreementoriginal vesting schedule shall be postponed, no certificate representing the Shares will be issued to Granteein each case, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to the payment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient same number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as days that elapse during the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the CompanySuspended Period.

Withholding of Taxes. Regardless of The Company or any action Subsidiary shall have the Company and/or authority and the Subsidiary right to deduct or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or withhold from an amount paid in cash, or require the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit Participant to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect remit to the payment of all Tax-Related Items which Company, an amount paid in cash sufficient to satisfy any applicable federal, state and local taxes (including the Company determines must Participant’s FICA, employment tax or other social security contribution obligation) required by law to be withheld with respect to such Shares so issuableany taxable event concerning the Participant arising as a result of the Plan or this Agreement. The AdministratorCommittee, in its sole discretion and pursuant to such procedures as it may specify from time to timein satisfaction of the foregoing requirement, may permit Grantee (i) repurchase or allow the Participant to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid elect to Grantee by the Company and/or the Employer, (c) have the Company withhold repurchase shares of Class A Common Stock otherwise deliverable Sharesissuable upon exercise of the Option (or any portion thereof) or (ii) cause the sale of a sufficient number of shares of Class A Common Stock on behalf of the Participant to realize sale proceeds equivalent to the applicable tax liabilities and remit such amount to or at the direction of the Participant’s employer or the Committee in satisfaction of such tax liabilities. In addition, provided that at the request and direction of the Participant, solely to the extent permitted by applicable law, if the Class A Common Stock is traded on a national securities exchange or quoted on a national quotation system sponsored by the Financial Industry Regulatory Authority, the Committee shall cause the sale of Class A Common Stock otherwise issuable hereunder through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to deliver promptly to the Company only withholds an amount in satisfaction of the applicable tax liabilities. Unless otherwise determined by the Committee, the number of shares of Class A Common Stock which may be so repurchased or sold on behalf of the Participant shall be limited to the number of shares of Class A Common Stock which have a fair market value on the date of repurchase or sale (as the case may be) necessary to pay the aggregate amount of Shares necessary to satisfy such liabilities based on the minimum statutory withholding amount or rates for federal, state and local income tax and payroll tax purposes that are applicable to such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Companysupplemental taxable income.

Withholding of Taxes. Regardless When cash is delivered as payment for vested Performance Units or, in the discretion of any action the Company, at such earlier time as the Tax Obligations (defined below) are due, the Company and/or (or the Subsidiary employing Affiliate) will withhold a portion of the Performance Units that have an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Performance Units, including, without limitation, (a) all federal, state and local income, employment and any other applicable taxes that are required to be withheld by the Company or affiliate the employing Grantee Affiliate, (b) the "Employer"Employee’s and, to the extent required by the Company (or the employing Affiliate), the Company’s (or the employing Affiliate’s) take fringe benefit tax liability, if any, associated with the grant, vesting, or settlement of the Performance Units awarded and the cash paid thereunder, and (c) all other taxes or social insurance liabilities with respect to any or all income tax which the Employee has agreed to bear responsibility (including federalcollectively, statethe “Tax Obligations”). Notwithstanding the foregoing, and/or local taxes)the Company, social insurancein its sole discretion, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that may require the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that Employee to make alternate arrangements satisfactory to the Company and/or for such Tax Obligations in advance of the Employer (i) make no representations or undertakings regarding the treatment arising of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related ItemsTax Obligations. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares Performance Units will be issued to Grantee, settled through the payment of cash or otherwise unless and until satisfactory arrangements (as determined by the AdministratorCompany) will have been made by Grantee the Employee with respect to the payment of all Tax-Related Items which any Tax Obligations that the Company determines must be withheld or collected with respect to such Shares so issuablePerformance Units. The AdministratorIn addition and to the maximum extent permitted by law, in its sole discretion and pursuant the Company (or the employing Affiliate) has the right to such procedures as it may specify retain without notice from time salary or other amounts payable to timethe Employee, may permit Grantee cash having a sufficient value to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided any Tax Obligations that the Company only withholds determines cannot be satisfied through the amount withholding of Shares necessary to satisfy otherwise cash in settlement of the minimum statutory withholding amount Performance units or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject that are due prior to the vested Restricted Stock Units, notwithstanding that a number settlement of Performance Units under the Performance Units award. All Tax Obligations related to the Performance Units award and any amounts delivered in payment thereof are the sole responsibility of the Shares are held back solely for Employee. Further, Employee shall be bound by any additional withholding requirements included in the purpose Notice of paying the Tax-Related Items due as a result Grant [and/or Exhibit [__]] of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Companythis Agreement.

Withholding of Taxes. Regardless You acknowledge that you are required to make acceptable arrangements to pay any withholding taxes that may be due as a result of any action receipt of this Award or the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is vesting and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect payout of the Restricted Stock UnitsRSUs that you receive under this Award, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued released to Granteeyou until you have made such arrangements. These arrangements may include any one or a combination of the following, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to Company or the payment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): Committee: (a) paying cash, the Company’s repurchase of Shares to be issued upon settlement of the RSUs (b) the sale of Shares acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (c) direct payment by you to the Company; (d) payroll withholding from the Grantee's your wages or other cash compensation paid to Grantee you by the Company and/or the Employer, Company; or (ce) have any other method as the Company withhold or Committee may elect in compliance with the Plan, the Code and applicable law. The Fair Market Value of the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise deliverable Shareswould have been withheld in cash, provided that and will be applied as a credit against the taxes. Depending on the withholding method, the Company only withholds the amount of Shares necessary to satisfy the may withhold or account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount or such other amount as may be necessary in cash and will have no entitlement to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)common share equivalent. If the obligation for Tax-Related Items taxes is satisfied by withholding in the repurchase of Shares, Grantee is you are deemed to have been issued the full number of Shares subject to the vested Restricted Stock UnitsRSU, notwithstanding that a number of the Shares are held back repurchased solely for the purpose of paying the Tax-Related Items taxes. You acknowledge that the ultimate liability for all tax obligations legally due as a result by you is and remains your responsibility. If you are subject to tax liabilities in more than one jurisdiction between the Grant Date and the date of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2relevant taxable or tax withholding event, Grantee will permanently forfeit such Shares and the Shares will be returned to as applicable, you acknowledge that the Company at no cost may be required to the Companywithhold or account for tax liability in more than one jurisdiction.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Grant Agreement, no certificate representing the Shares will be issued to GranteeParticipant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee Participant with respect to the payment of all Tax-Related Items income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares so issuableShares. The Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee or require Participant to satisfy Tax-Related Itemssuch tax withholding obligation, in whole or in part by one or more of the following (without limitation): ) by (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid electing to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable SharesShares having a Fair Market Value equal to the minimum amount required to be withheld, provided that (c) delivering to the Company only withholds already vested and owned Shares having a Fair Market Value equal to the amount of Shares necessary required to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatmentwithheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)) equal to the amount required to be withheld. If To the obligation for Tax-Related Items is satisfied extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding in Shares, Grantee is deemed to have been issued obligations by reducing the full number of Shares subject otherwise deliverable to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock UnitsParticipant. If Grantee Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items required tax withholding obligations hereunder at the time any applicable Shares Restricted Stock Units otherwise are scheduled to vest pursuant to Section 2Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Grantee Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Shares Restricted Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Regardless When Shares are issued as payment for vested Performance Shares or, in the discretion of any action the Company, at such earlier time as the Tax Obligations (defined below) are due, the Company and/or (or the Subsidiary employing Affiliate) will withhold a portion of the Shares that has an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, including, without limitation, (a) all federal, state and local income, employment and any other applicable taxes that are required to be withheld by the Company or affiliate the employing Grantee Affiliate, (b) the "Employer"Employee’s and, to the extent required by the Company (or the employing Affiliate), the Company’s (or the employing Affiliate’s) take fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the Performance Shares awarded and the Shares issued thereunder, and (c) all other taxes or social insurance liabilities with respect to which the Employee has agreed to bear responsibility (collectively, the “Tax Obligations”). The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund provided in the U.S. for any or all income tax (including federalvalue of the Shares withheld in excess of the Tax Obligations as a result of such rounding. Notwithstanding the foregoing, statethe Company, and/or local taxes)in its sole discretion, social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that may require the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that Employee to make alternate arrangements satisfactory to the Company and/or for such Tax Obligations in advance of the Employer (i) make no representations or undertakings regarding the treatment arising of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related ItemsTax Obligations. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the AdministratorCompany) will have been made by Grantee the Employee with respect to the payment of all Tax-Related Items which any Tax Obligations that the Company determines must be withheld or collected with respect to such Shares so issuableShares. The AdministratorIn addition and to the maximum extent permitted by law, in its sole discretion and pursuant the Company (or the employing Affiliate) has the right to such procedures as it may specify retain without notice from time salary or other amounts payable to timethe Employee, may permit Grantee cash having a sufficient value to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided any Tax Obligations that the Company only withholds determines cannot be satisfied through the amount withholding of otherwise deliverable Shares or that are due prior to the issuance of Shares necessary to satisfy under the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Performance Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)award. If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject All Tax Obligations related to the vested Restricted Stock Units, notwithstanding that a number Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Shares are held back solely for Employee. Further, Employee shall be bound by any additional withholding requirements included in the purpose Notice of paying the Tax-Related Items due as a result Grant [and/or Exhibit [__]] of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Companythis Agreement.

Withholding of Taxes. Regardless You acknowledge that you are required to make acceptable arrangements to pay any withholding taxes that may be due as a result of any action receipt of this Award or the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is vesting and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect payout of the Restricted Stock UnitsPSUs that you receive under this Award, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued released to Granteeyou until you have made such arrangements. These arrangements may include any one or a combination of the following, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to Company or the payment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): Committee: (a) paying cash, the Company’s repurchase of Shares to be issued upon settlement of the PSUs (b) the sale of Shares acquired upon settlement of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (c) direct payment by you to the Company; (d) payroll withholding from the Grantee's your wages or other cash compensation paid to Grantee you by the Company and/or the Employer, Company; or (ce) have any other method as the Company withhold or Committee may elect in compliance with the Plan, the Code and applicable law. The FMV of the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise deliverable Shareswould have been withheld in cash, provided that and will be applied as a credit against the taxes. Depending on the withholding method, the Company only withholds the amount of Shares necessary to satisfy the may withhold or account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount or such other amount as may be necessary in cash and will have no entitlement to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)common share equivalent. If the obligation for Tax-Related Items taxes is satisfied by withholding in the repurchase of Shares, Grantee is you are deemed to have been issued the full number of Shares subject to the vested Restricted Stock UnitsRSU, notwithstanding that a number of the Shares are held back repurchased solely for the purpose of paying the Tax-Related Items taxes. You acknowledge that the ultimate liability for all tax obligations legally due as a result by you is and remains your responsibility. If you are subject to tax liabilities in more than one jurisdiction between the grant date and the date of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2relevant taxable or tax withholding event, Grantee will permanently forfeit such Shares and the Shares will be returned to as applicable, you acknowledge that the Company at no cost may be required to the Companywithhold or account for tax liability in more than one jurisdiction.

Withholding of Taxes. Regardless of any action To the extent required by Applicable Law, the Company and/or has the Subsidiary authority to deduct or affiliate employing Grantee withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy all applicable federal, state, local and foreign taxes (including the "Employer"Participant’s tax obligation) take required by Applicable Law to be withheld with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including taxable event arising from the grant of the Restricted Stock UnitsRSUs or the settlement of any vested RSUs. At the Company’s election, the Participant may satisfy his or her tax obligation, in whole or in part, by either: (a) electing to have the Company withhold Class A Ordinary Shares otherwise to be delivered with a Fair Market Value (as defined in the Plan) equal to the tax withholding obligation; (b) surrendering to the Company previously owned Class A Ordinary Shares with a Fair Market Value equal to the tax withholding obligation; (c) allowing the Company to withhold the amount of the tax withholding obligation from the Participant’s cash compensation; or (d) paying the amount of the tax withholding obligation directly to the Company in cash. If the Administrator determines that the Participant has not satisfied or performed his or her tax obligations, then the Administrator has the right, but not the obligation, to suspend the vesting of Restricted Stock Unitsthe RSUs (the “Suspended Period”) commencing upon the Participant’s failure or default until such time the Participant has fully satisfied or performed such tax obligations. For the avoidance of doubt: (i) the Administrator has discretion in determining whether or not the Participant has satisfied or performed, the payment of the Restricted Stock Units in Shares fully or in cashotherwise, the subsequent sale of any Shares acquired at vesting and the receipt of any dividendshis or her tax obligations; and (ii) do not commit to structure after the terms vesting suspension is lifted, the time at which the specific number of RSUs may otherwise vest under the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreementoriginal vesting schedule shall be postponed, no certificate representing the Shares will be issued to Granteein each case, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to the payment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient same number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as days that elapse during the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the CompanySuspended Period.

Withholding of Taxes. Regardless of The Company or any action Subsidiary shall have the Company and/or authority and the Subsidiary right to deduct or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or withhold from an amount paid in cash, or require the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit Participant to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect remit to the payment of all Tax-Related Items which Company, an amount paid in cash sufficient to satisfy any applicable federal, state and local taxes (including the Company determines must Participant’s FICA, employment tax or other social security contribution obligation) required by law to be withheld with respect to such Shares so issuableany taxable event concerning the Participant arising as a result of the Plan or this Agreement. The AdministratorCommittee, in its sole discretion and pursuant to such procedures as it may specify from time to timein satisfaction of the foregoing requirement, may permit Grantee (i) repurchase or allow the Participant to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid elect to Grantee by the Company and/or the Employer, (c) have the Company withhold repurchase shares of Class A Common Stock otherwise deliverable Sharesissuable hereunder or (ii) cause the sale of a sufficient number of shares of Class A Common Stock on behalf of the Participant to realize sale proceeds equivalent to the applicable tax liabilities and remit such amount to or at the direction of the Participant’s employer or the Committee in satisfaction of such tax liabilities. In addition, provided that at the request and direction of the Participant, solely to the extent permitted by applicable law, if the Class A Common Stock is traded on a national securities exchange or quoted on a national quotation system sponsored by the Financial Industry Regulatory Authority, the Committee shall cause the sale of Class A Common Stock otherwise issuable hereunder through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to deliver promptly to the Company only withholds an amount in satisfaction of the applicable tax liabilities. Unless otherwise determined by the Committee, the number of shares of Class A Common Stock which may be so repurchased or sold on behalf of the Participant shall be limited to the number of shares of Class A Common Stock which have a fair market value on the date of repurchase or sale (as the case may be) necessary to pay the aggregate amount of Shares necessary to satisfy such liabilities based on the minimum statutory withholding amount or rates for federal, state and local income tax and payroll tax purposes that are applicable to such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Companysupplemental taxable income.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee Xxxxxxx’s employer (the "“Employer"”) take takes with respect to any or all income tax (including federalapplicable national, statelocal, and/or local taxes), social insurance, payroll tax, payment on account or other taxtax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the grant or vesting of the Performance-related withholding Based Restricted Stock Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any ("“Tax-Related Items"”), Grantee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Grantee Xxxxxxx is and remains Grantee's ’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Grantee further acknowledges that the Company and/or and the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance-Based Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cashvesting, the subsequent sale of any Shares acquired at vesting under the Plan, and the receipt of any dividends, if any; and (iib) do does not commit to and is under no obligation to structure the terms of the grant Performance-Based Restricted Stock Units or any aspect of the Performance-Based Restricted Stock Units to reduce or eliminate the Grantee's ’s liability for Tax-Related Items, or achieve any particular tax result. Further, if Grantee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, 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. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to the payment of all any Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuableShares. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy such Tax-Related Items, in whole or in part by one or more of the following (without limitation): ) by (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid electing to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable SharesShares having a Fair Market Value equal to the minimum amount required to be withheld, provided that (c) delivering to the Company only withholds already vested and owned Shares having a Fair Market Value equal to the amount of Shares necessary required to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatmentwithheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)) equal to the amount required to be withheld. If To the obligation for extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued reducing the full number of Shares subject otherwise deliverable to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock UnitsGrantee. If Grantee fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time any applicable Shares Performance-Based Restricted Stock Units otherwise are scheduled to vest pursuant to Section 2Sections 3, 4 or 6, Grantee will permanently forfeit such Performance-Based Restricted Stock Units and any right to receive Shares thereunder and the Shares Performance-Based Restricted Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to GranteeParticipant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee Participant with respect to the payment of all Tax-Related Items income, employment and other taxes which the Company determines must be withheld with respect to such Shares so issuableShares. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee Participant to satisfy Tax-Related Itemssuch tax withholding obligation, in whole or in part by one or more of the following (without limitation): ) by (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid electing to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable SharesShares having a Fair Market Value equal to the minimum amount required to be withheld, provided that (c) delivering to the Company only withholds already vested and owned Shares having a Fair Market Value equal to the amount of Shares necessary required to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatmentwithheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)) equal to the amount required to be withheld. If To the obligation for Tax-Related Items is satisfied extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding in Shares, Grantee is deemed to have been issued obligations by reducing the full number of Shares subject otherwise deliverable to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock UnitsParticipant. If Grantee Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items required tax withholding obligations hereunder at the time any applicable Shares Restricted Stock Units otherwise are scheduled to vest pursuant to Section 2Sections 3 or 4, Grantee Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Shares Restricted Stock Units will be returned to the Company at no cost to the Company. Notwithstanding the foregoing, until and unless the Administrator determines otherwise, if, on the date Participant incurs a liability for the payment of income, employment and other taxes which the Company determines must be withheld with respect to such Shares, Participant is an employee of the Company or its Parent or Subsidiary who is subject to Section 16 of the Exchange Act (a “Section 16 Officer”), then the Company (or the employing or retaining Parent or Subsidiary), will withhold from the number of Shares otherwise deliverable under this Award of Restricted Stock Units a number of Shares sufficient to pay such tax withholding obligation; provided, however, that the Shares to be withheld must have vested pursuant to the terms of this Award Agreement and the Plan. The Company shall not retain fractional Shares to satisfy any portion of the tax withholding obligation. Accordingly, if any withholding is done through the withholding of Shares, Participant shall pay to the Company an amount in cash sufficient to satisfy the remaining tax withholding obligation due and payable as a result of the Company not retaining fractional Shares. Should the Company be unable to procure such cash amounts from Participant, Participant agrees and acknowledges that Participant is giving the Company permission to withhold from Participant’s paycheck(s) an amount equal to the remaining tax withholding obligation due and payable as a result of the Company not retaining fractional Shares.

Withholding of Taxes. Regardless of any action When the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, Shares are issued as payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the vested Restricted Stock Units, the vesting Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee may be subject to applicable taxes in his or her jurisdiction. The Company (or the employing parent of the Company or Subsidiary) will withhold a portion of the Shares otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to pay the federal, state and local income, employment and any other applicable taxes required to be withheld by the Company (or the employing parent of the Company or Subsidiary) with respect to the Shares, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Grantee or the Company, as applicable, with respect to the Shares on the date that the amount of tax to be withheld or remitted is to be determined. No fractional Shares will be withheld or issued pursuant to the grant of Restricted Stock Units, Units and the payment issuance of Shares thereunder. The Company (or the employing parent of the Company or Subsidiary) may instead, in its discretion, withhold an amount necessary to pay the applicable taxes from the Grantee’s paycheck, with no withholding of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the Grantee’s paycheck, as indicated above), no payment will be made to the Grantee (or his or her estate) for Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the AdministratorCommittee) will have been made by the Grantee with respect to the payment of all Tax-Related Items any income and other taxes which the Company determines must be withheld or collected with respect to such Restricted Stock Units. By accepting this Award, the Grantee expressly consents to the withholding of Shares so issuableand to any cash or Share withholding as provided for in this Paragraph 7. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole Company (or in part by one or more employing parent of the following (without limitation): (aCompany or Subsidiary) paying cash, (b) withholding from may not be required to withhold taxes on behalf of the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject employee with regards to the vested Restricted Stock Units, notwithstanding that a number of but the Shares are held back solely for award may still be subject to tax. Additionally, income taxes withheld by the purpose of paying Company may not satisfy the Tax-Related Items due as a result of any aspect of entire income tax liability associated with the award. All income and other taxes related to the Restricted Stock UnitsUnit award and any Shares delivered in payment thereof are the sole responsibility of the Grantee. If In no event will the Company reimburse the Grantee fails to make satisfactory arrangements for any taxes or other costs that may be imposed on the payment Grantee as result of any Tax-Related Items hereunder Section 409A. See also the “Tax Matters” section at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Companyend of this Award Agreement.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee Participant’s employer (the "“Employer"”) take takes with respect to any or all income tax (including federal, state, and/or local taxes)tax, social insurance, payroll tax, payment on account or other tax-related withholding which the Company determines must be withheld or collected with respect to this Award and/or the Shares thereunder ("“Tax-Related Items"”), Grantee Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee him or her is and remains Grantee's Participant’s responsibility and that the Company and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsUnit grant, including the grant grant, vesting or settlement of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting pursuant to such settlement and the receipt of any dividends; and (ii2) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's Participant’s liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to GranteeParticipant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee Participant with respect to the payment of Tax-Related Items. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all obligations of the Company and/or the Employer for Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items which legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company determines must be withheld with respect to such Shares so issuableand/or the Employer or from proceeds of the sale of Shares. The AdministratorAlternatively, or in addition, if permissible under applicable local law, the Company may, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee or require Participant to satisfy such Tax-Related Items, in whole or in part by one or more of the following (without limitation): ) by (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid electing to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable SharesShares having a Fair Market Value equal to the minimum amount required to be withheld, provided that (c) delivering to the Company only withholds already vested and owned Shares having a Fair Market Value equal to the amount of Shares necessary required to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatmentwithheld for Tax-Related Items, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)) equal to the amount required to be withheld for Tax-Related Items. If The Company in its sole discretion, will have the obligation right (but not the obligation) to satisfy any Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such obligations for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Unitssatisfied. If Grantee Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time any applicable Shares Restricted Stock Units otherwise are scheduled to vest pursuant to Section 2Sections 3 or 4 or Tax-Related Items related to the Restricted Stock Units otherwise are due, Grantee Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Shares Restricted Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee (the "“Employer"”) take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, fringe benefit tax, payroll tax, payment on account or other tax-related withholding ("“Tax-Related Items"”), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's ’s responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsPerformance Shares, including the grant of the Restricted Stock UnitsPerformance Shares, the vesting of Restricted Stock UnitsPerformance Shares, the payment of the Restricted Stock Units Performance Shares in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units Performance Shares to reduce or eliminate the Grantee's ’s liability for Tax-Related Items. Further, if Grantee is subject to Tax-Related Items in more than one jurisdiction, 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. Notwithstanding any contrary provision of this Agreement, no certificate representing payment pursuant to the Performance Shares will be issued made to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to the payment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's ’s wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's Grantee’s behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise). 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 Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock UnitsPerformance Shares, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock UnitsPerformance Shares. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Company.

Withholding of Taxes. Regardless of any action If the Company and/or is required to withhold and remit any federal income taxes levied on all or part of a Company Member's allocable share of net income and gains, the Subsidiary or affiliate employing Grantee (Company shall make the "Employer") take with respect requisite payments to any or all income tax (including federalthe appropriate taxing authority on a timely basis, state, and/or local taxes), social insurance, payroll tax, and the amount so paid shall be treated as a Distribution to the Company Member for whom such payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that is made and shall proportionately reduce the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and amount of Distributions to be paid directly to such Company Member. If the Board of Managers determines that the Company and/or lacks sufficient funds to make Distributions to the Employer (i) make no representations or undertakings regarding the treatment of Class A Members in an aggregate amount that would allow for any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Unitssuch withholding, the vesting Class A Member for whom such withholding is to be made shall make Capital Contributions of Restricted Stock Units, cash or immediately available funds in the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined amount needed by the Administrator) will Company after said Distributions have been made to satisfy such withholding liability within ten days after being so notified by Grantee with respect the Company. Should a Class A Member fail to the payment of all Tax-Related Items which timely make any such Capital Contributions, such Class A Member shall be in default and shall indemnify and hold the Company determines must be withheld with respect to such Shares so issuable. The Administratorand the other Class A Members harmless for any costs, in its sole discretion and pursuant to such procedures as it may specify from time to timepenalties, may permit Grantee to satisfy Tax-Related Items, in whole payments or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee damages incurred by the Company and/or or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due Class A Members as a result of such failure, and such Class A Member shall pay the Company interest in respect to any aspect disbursements by the Company as a result of such Class A Member failing to timely make the Capital Contributions required by this Section 7.02 at the lower of the Restricted Stock UnitsPrime Rate plus ten percentage points per annum, compounded monthly, or the highest rate of interest allowed by applicable law. If Grantee fails The Company shall have the authority to make satisfactory arrangements for apply any Distributions to which such defaulting Class A Member would otherwise be entitled towards the payment satisfaction of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned liabilities to the Company incurred by such Class A Member under this Section 7.02. For purposes of this Section 7.02, "PRIME RATE" means, as of a particular date, the prime rate of interest as published on such date in The Wall Street Journal, and generally defined therein as "the base rate on corporate loans posted by at no cost to least 75% of the Companynation's 30 largest banks"; provided, that, if The Wall Street Journal is not published on a date for which the Prime Rate must be determined, the Prime Rate shall be the prime rate published in The Wall Street Journal on the nearest-preceding date on which The Wall Street Journal was published or if The Wall Street Journal discontinues publishing a prime rate, the Prime Rate shall be the prime rate published in a newspaper of national circulation.

Withholding of Taxes. Regardless of any action When the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, Shares are issued as payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the vested Restricted Stock Units, the vesting Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee will be subject to applicable taxes in his or her jurisdiction. The Company (or the employing Subsidiary) will withhold a portion of the Shares otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by Avanex (or the employing Subsidiary) with respect to the Shares. No fractional Shares will be withheld or issued pursuant to the grant of Restricted Stock UnitsUnits and the issuance of Shares thereunder; any additional withholding necessary for this reason will be done by the Company through the Grantee’s paycheck. Accordingly, to the extent the Fair Market Value of the number of whole Shares withheld by the Company exceeds the withholding taxes, the Company will pay the Grantee the difference. The Company (or the employing Subsidiary) may instead, in its discretion, without an amount necessary to pay the applicable taxes from the Grantee’s paycheck, with no withholding of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the Grantee’s paycheck, as indicated above), no payment of will be made to the Grantee (or his or her estate) for Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by the Grantee with respect to the payment of all Tax-Related Items any income and other taxes which the Company determines must be withheld or collected with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Units. If By accepting this Award, the Grantee fails expressly consents to make satisfactory arrangements for the payment withholding of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to any cash or Share withholding as provided for in this paragraph 9. All income and other taxes related to the Company at no cost to Restricted Stock Unit award and any Shares delivered in payment thereof are the Companysole responsibility of the Grantee.

Withholding of Taxes. Regardless If the Grantee makes an election under section 83(b) of the Code with respect to the Award, the Award made pursuant to this Agreement shall be conditioned upon the Grantee making prompt payment to the Company of any action applicable withholding obligations or withholding taxes by the Company and/or the Subsidiary or affiliate employing Grantee ("Withholding Taxes"). Failure by the "Employer"Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) take of the Code with respect to the Award, upon the lapse of the Restricted Period with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect portion of the Restricted Stock UnitsShares (or property distributed with respect thereto), including the grant Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Stock UnitsPeriod, in an amount required to satisfy the vesting required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of Restricted Stock Unitscash (whether or not related to the Award including, without limitation, salary payments) to the payment Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Restricted Stock Units in Shares or in cash, subject to the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related ItemsAward). Notwithstanding any contrary provision For purposes of this Agreement, no certificate representing "Fair Value" means the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to the payment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number closing sales price of the Shares are held back solely for on the purpose NASDAQ Stock Market National Market System on such date, or in the absence of paying reported sales on such date, the Tax-Related Items due as a result of any aspect closing sales price of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements Shares on the immediately preceding date for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Companywhich sales were reported.

Withholding of Taxes. Regardless of any action When the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, Shares are issued as payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the vested Restricted Stock Units, the vesting Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee will be subject to applicable taxes in his or her jurisdiction. The Company (or the employing Subsidiary) will withhold a portion of the Shares otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by Avanex (or the employing Subsidiary) with respect to the Shares. No fractional Shares will be withheld or issued pursuant to the grant of Restricted Stock UnitsUnits and the issuance of Shares thereunder; any additional withholding necessary for this reason will be done by the Company through the Grantee’s paycheck. Accordingly, to the extent the Fair Market Value of the number of whole Shares withheld by the Company exceeds the withholding taxes, the Company will pay the Grantee the difference. The Company (or the employing Subsidiary) may instead, in its discretion, withhold an amount necessary to pay the applicable taxes from the Grantee’s paycheck, with no withholding of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the Grantee’s paycheck, as indicated above), no payment of will be made to the Grantee (or his or her estate) for Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by the Grantee with respect to the payment of all Tax-Related Items any income and other taxes which the Company determines must be withheld or collected with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Units. If By accepting this Award, the Grantee fails expressly consents to make satisfactory arrangements for the payment withholding of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and to any cash or Share withholding as provided for in this paragraph 11. All income and other taxes related to this Award of Restricted Stock Units and any Shares delivered in payment thereof are the Shares will be returned to sole responsibility of the Company at no cost to the CompanyGrantee.

Withholding of Taxes. Regardless As a condition precedent to the delivery to Grantee of any action Shares upon vesting of the Restricted Stock Units or the payment of any cash pursuant to Section 9 hereof, Grantee shall, upon request by the Company, pay to the Company and/or such amount of cash as the Subsidiary Company may be required, under all applicable federal, state, local or affiliate employing Grantee other laws or regulations, to withhold and pay over as income or other withholding taxes (the "Employer"“Required Tax Payments”) take with respect to the Restricted Stock Units and any such cash payments. If Grantee shall fail 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 then or thereafter payable by the Company to Grantee or withhold Shares. Grantee may elect to satisfy his or her obligation to advance the Required Tax Payments with respect to any or all income tax Restricted Stock Units by any of the following means: (including federal, state, and/or local taxes), social insurance, payroll tax, a) a cash payment on account or other tax-related withholding to the Company; ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that b) delivery to the Company and/or (either actual delivery or by attestation procedures established by the Employer (iCompany) make no representations of previously owned whole Shares having a Fair Market Value, determined as of the date the obligation to withhold or undertakings regarding the treatment of any Tax-Related Items pay taxes first arises in connection with any aspect the Restricted Stock Units (the “Tax Date”), equal to the Required Tax Payments; (c) authorizing the Company to withhold from the Shares otherwise to be delivered to Grantee upon the vesting of the Restricted Stock Units, including the grant a number of whole Shares having a Fair Market Value, determined as of the Restricted Stock UnitsTax Date, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect equal to the payment Required Tax Payments; or (d) any combination of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash), (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, and (c) ). Shares to be delivered or withheld may not have a Fair Market Value in excess of the Company withhold otherwise deliverable Shares, provided that the Company only withholds the minimum amount of Shares necessary the Required Tax Payments. Any fraction of a Share which would be required to satisfy such an obligation shall be disregarded and the minimum statutory withholding remaining amount or such other amount as may due shall be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such paid in cash by Grantee. No Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as shall be delivered until the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to Required Tax Payments have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of satisfied in full. For any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest cash payments made pursuant to Section 29 hereof, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to shall withhold from such cash payments the CompanyRequired Tax Payments.

Withholding of Taxes. Regardless of You acknowledge that you are responsible to pay any action the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or and all income applicable tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Unitsobligations, including the grant withholding and other taxes, which may be due as a result of the Restricted Stock Unitsreceipt of this Award, the vesting of Restricted Stock Units, the payment and payout of the Restricted Stock Units RSUs that you receive under this Award or your eligibility for retirement in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure accordance with the terms of the grant Retirement Policy. You acknowledge and agree that the payment of such tax obligations may be made by any one or any aspect a combination of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreementfollowing methods, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to Company or the payment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): Committee: (a) paying cash, the Company’s repurchase of Shares to be issued upon settlement of the RSUs; (b) the sale of Shares acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (c) direct payment by you to the Company; (d) payroll withholding from the Grantee's your wages or other cash compensation paid to Grantee you by the Company and/or the Employer, Company; or (ce) have any other method as the Company withhold or Committee may elect in compliance with the Plan, the Code and applicable law. The Fair Market Value of the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise deliverable Shareswould have been withheld in cash, provided that and will be applied as a credit against the taxes. Depending on the withholding method, the Company only withholds the amount of Shares necessary to satisfy the may withhold or account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including applicable maximum rates, in which case you will receive a refund of any over-withheld amount or such other amount as may be necessary in cash and will have no entitlement to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)common share equivalent. If the obligation for Tax-Related Items taxes is satisfied by withholding in the repurchase of Shares, Grantee is you are deemed to have been issued the full number of Shares subject to the vested Restricted Stock UnitsRSUs, notwithstanding that a number of the Shares are held back repurchased by the Company solely for the purpose of paying the Tax-Related Items taxes. You acknowledge that the ultimate liability for all tax obligations legally due as a result by you is and remains your responsibility. If you are subject to tax liabilities in more than one jurisdiction between the Grant Date and the date of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2relevant taxable or tax withholding event, Grantee will permanently forfeit such Shares and the Shares will be returned to as applicable, you acknowledge that the Company at no cost may be required to the Companywithhold or account for tax liability in more than one jurisdiction.

Withholding of Taxes. Regardless of any action TIBCO or the Company and/or the Subsidiary or affiliate employing Grantee Employee’s employer (the "“Employer"”) take with respect will withhold a portion of the Shares that have an aggregate market value sufficient to any pay all Tax Obligations required to be withheld by TIBCO or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to the payment Shares, unless the Committee, in its sole discretion, requires or permits the Employee to make alternate arrangements satisfactory to TIBCO or the Employer for such withholdings in advance of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuablearising of any withholding obligations. The AdministratorCommittee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee the Employee to satisfy Tax-Related Itemshis or her Tax Obligations, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from electing to have TIBCO or the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company Employer withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary having a Fair Market Value equal to satisfy the minimum statutory withholding amount or such other amount as may required to be necessary to avoid adverse accounting treatmentwithheld, or (dc) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) Employee through such means as TIBCO or the Company Employer may determine in its sole discretion (whether through a broker or otherwise)) equal to the amount required to be withheld. If Notwithstanding any contrary provision of this Agreement, no Restricted Stock will be granted unless and until satisfactory arrangements (as determined by TIBCO or the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to Employer) will have been issued made by the full number of Shares subject Employee with respect to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at income and other taxes which TIBCO or the time Employer determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, TIBCO or the Employer has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any applicable tax withholding obligations that TIBCO or the Employer determines cannot be satisfied through the withholding of otherwise deliverable Shares. All Tax Obligations related to the Restricted Stock award and any Shares otherwise delivered in payment thereof are scheduled the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to vest pursuant to Section 2, Grantee will permanently forfeit such the withholding of Shares and the to any additional cash withholding as provided for in this paragraph 6. Only whole Shares will be returned withheld or sold to satisfy any tax withholding obligations pursuant to this paragraph 6. The number of Shares withheld will be rounded up to the Company at no cost nearest whole Share, with a cash refund to the CompanyEmployee for any value of the Shares withheld in excess of the tax obligation (pursuant to such procedures as TIBCO or the Employer may specify from time to time). To the extent that the cash refund described in the preceding sentence is not administratively feasible, as determined by TIBCO or the Employer in its sole discretion, the number of Shares withheld will be rounded down to the nearest whole Share and, in accordance with this paragraph 6 and to the maximum extent permitted by law, TIBCO or the Employer will retain from salary or other amounts payable to the Employee cash having a sufficient value to satisfy any additional tax withholding.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares shares of Stock will be issued to Granteethe Grantee (or amounts paid with respect to Dividend Equivalents, if any), unless and until satisfactory arrangements (as determined by the AdministratorCommittee) will have been made by the Grantee with respect to the payment of all Tax-Related Items Federal, state, local or foreign income, employment and other taxes which the Company Committee determines must be withheld (“Tax Related Items”) with respect to such Shares the shares of Stock so issuableissuable (or amounts to be paid with respect to Dividend Equivalents, if any). The AdministratorCommittee hereby allows Grantee, in its sole discretion and pursuant to such procedures as it the Committee may specify from time to time, may permit Grantee to satisfy Tax-such Tax Related Items, in whole or in part (without limitation) by one or more of the following (without limitation): following: (a) paying cash, ; (b) withholding electing to have the Company (or any Subsidiary or Affiliated Company) withhold otherwise deliverable shares of Stock having a Fair Market Value equal to the amount of the Tax Related Items required to be withheld; or (c) electing to have the Company (or any Subsidiary or Affiliated Company) withhold any amount of Tax Related Items from the Grantee's any wages or other cash compensation paid payable to Grantee by the Company and/or the Employer(including, (c) have the Company withhold otherwise deliverable Sharesif applicable, provided that the Company only withholds the amount of Shares necessary any amounts paid with respect to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwiseDividend Equivalents). If the obligation for Tax-Tax Related Items is satisfied by withholding in Sharesa number of shares of Stock as described above, Grantee is will be deemed to have been issued the full number of Shares shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares shares of Stock are held back solely for the purpose of paying the Tax-Tax Related Items due as a result of any aspect of the Restricted Stock Units. If the Grantee fails to make satisfactory arrangements for the payment of any Tax-the Tax Related Items hereunder at the time any applicable Shares otherwise Restricted Stock Units (and corresponding Dividend Equivalents, if any) are scheduled to vest pursuant to Section 2vest, the Grantee will permanently forfeit such Shares Restricted Stock Units (and the Shares Dividend Equivalents, if any) and no shares of Stock will be returned issued to the Company at no cost Grantee pursuant to the Companythem.

Withholding of Taxes. Regardless The Company shall be entitled, if necessary or desirable, to withhold from any amounts due and payable by the Company to «Last_Name» (or to secure payment from «Last_Name» in lieu of withholding) the amount of any action withholding or other tax due from the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any Common Stock which becomes vested and unrestricted under this Agreement, and the Company may defer such issuance until such amounts are paid or withheld. «Last_Name» may elect to satisfy his or her obligation to advance the amount of any required income or other withholding taxes (the “Required Tax Payments”) by any of the following means: (1) a cash payment to the Company, (2) delivery (either actual delivery or by attestation procedures established by the Company) to the Company of previously owned whole shares of Common Stock (for which «Last_Name» has good title, free and clear of all income tax liens and encumbrances) having a Fair Market Value (including federal, state, and/or local taxesas defined in the Plan), social insurance, payroll tax, payment on account determined as of the date the obligation to withhold or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items pay taxes first arises in connection with any aspect of the Restricted Stock UnitsUnit Award (the “Tax Date”), including equal to the grant Required Tax Payments, (3) authorizing the Company to withhold from the shares of Common Stock otherwise to be delivered to the holder pursuant to the Restricted Stock UnitsUnit Award, the vesting a number of Restricted whole shares of Common Stock Unitshaving a Fair Market Value, the payment determined as of the Restricted Stock Units in Shares or in cashTax Date, equal to the subsequent sale of any Shares acquired at vesting and Required Tax Payments, (4) a cash payment by a broker-dealer acceptable to the receipt of any dividends; and (ii) do not commit to structure Company through whom «Last_Name» has sold the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee shares with respect to the payment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuableRequired Tax Payments have arisen or (5) any combination of (1), (2) and (3). The Administrator, in its Compensation Committee shall have sole discretion and to disapprove of an election pursuant to such procedures any of clauses (2)-(5) for any holder who is not a director or an “officer” (as it defined in Rule 16a-1(f) under the 1934 Act). Shares of Common Stock to be delivered or withheld may specify from time to time, may permit Grantee not have a Fair Market Value in excess of the minimum amount of the Required Tax Payments. Any fraction of a share of Common Stock which would be required to satisfy Tax-Related Items, such an obligation shall be disregarded and the remaining amount due shall be paid in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or holder. No certificate representing a share of Common Stock shall be delivered until the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to Required Tax Payments have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Companysatisfied in full.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to GranteeParticipant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee Participant with respect to the payment of all Tax-Related Items income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares so issuableShares. The Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee or require Participant to satisfy Tax-Related Itemssuch tax withholding obligation, in whole or in part by one or more of the following (without limitation): ) by (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid electing to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable SharesShares having a Fair Market Value equal to the minimum amount required to be withheld, provided that (c) delivering to the Company only withholds already vested and owned Shares having a Fair Market Value equal to the amount of Shares necessary required to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatmentwithheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)) equal to the amount required to be withheld. If To the obligation for Tax-Related Items is satisfied extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding in Shares, Grantee is deemed to have been issued obligations by reducing the full number of Shares subject otherwise deliverable to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock UnitsParticipant. If Grantee Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items required tax withholding obligations hereunder at the time any applicable Shares Restricted Stock Units otherwise are scheduled to vest pursuant to Section 2Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Grantee Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Shares Restricted Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing or book-entry regarding the Shares will be issued to Granteeor made in favor of the Participant, and no payments in respect of the Dividend Equivalents will be paid, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee Participant satisfies the Participant’s obligations with respect to the payment of all Tax-Related Items income, employment and other taxes which the Company determines must be withheld with respect to such Shares so issuablecompensation (the “Withholding Taxes”). The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee hereby permits the Participant to satisfy Tax-Related Itemssuch tax withholding obligation, in whole or in part part, by one or more of the following (without limitation): (a) paying cash, ; (b) having withholding taken from compensation otherwise due to Participant from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, Company; (c) have subject to the approval of the independent members of the Board, withholding otherwise deliverable Shares having a fair market value equal to the minimum statutory amount required to be withheld; (d) delivering to the Company withhold otherwise deliverable Shares, provided that the Company only withholds already vested and owned Shares having a fair market value equal to the amount required to be withheld; or (e) subject to applicable law, permitting the Participant to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby the Participant irrevocably elects to sell a portion of the Shares to be delivered and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary taxes directly to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)Company. If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Units. If Grantee Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items required tax withholding obligations hereunder at within the time any applicable Shares otherwise are scheduled to vest pursuant to necessary for compliance with Treasury Regulations Section 21.409A-1(b)(4), Grantee the Participant will permanently forfeit such Shares Performance Stock Units and payments in respect of Dividend Equivalents as of the Shares will be returned to the Company last day of such compliance period, at no cost to the Company, and the Participant will have no further right to receive Shares, cash or other compensation with respect thereto. Notwithstanding anything in this Agreement to the contrary, if the Participant is a reporting person subject to Section 16 of the Exchange Act, the Participant agrees that, unless otherwise determined by the Committee, the Company shall satisfy all or any portion of the Withholding Taxes relating to this Award by withholding Shares issued or otherwise issuable to the Participant in connection with the Performance Stock Units (and withholding cash from the Dividend Equivalents payable with respect to such Performance Stock Units) with a fair market value (measured as of the date such Shares are issued or such cash is paid to the Participant) equal to the amount of such Withholding Taxes.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares shares of Stock will be issued paid to GranteeGrantee (or amounts paid with respect to Dividend Equivalents, if any), unless and until satisfactory arrangements (as determined by the AdministratorCommittee) will have been made by Grantee with respect to the payment of all Tax-Related Items Federal, state, local or foreign income, employment and other taxes which the Company Committee determines must be withheld (“Tax Related Items”) with respect to such Shares the shares of Stock so issuablepayable (or amounts to be paid with respect to Dividend Equivalents, if any). The AdministratorCommittee hereby allows Grantee, in its sole discretion and pursuant to such procedures as it the Committee may specify from time to time, may permit Grantee to satisfy Tax-such Tax Related Items, in whole or in part (without limitation) by one or more of the following (without limitation): following: (a) paying cash, ; (b) withholding electing to have the Company (or any Subsidiary) withhold otherwise deliverable shares of Stock having a Fair Market Value equal to the amount of the Tax Related Items required to be withheld; or (c) electing to have the Company (or any Subsidiary) withhold any amount of Tax Related Items from the Grantee's any wages or other cash compensation paid payable to Grantee by the Company and/or the Employer(or any subsidiary) including, (c) have the Company withhold otherwise deliverable Sharesif applicable, provided that the Company only withholds the amount of Shares necessary any amounts paid with respect to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)Dividend Equivalents. If the obligation for Tax-Tax Related Items is satisfied by withholding in Sharesa number of shares of Stock as described above, Grantee is will be deemed to have been issued paid the full number of Shares shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares shares of Stock are held back solely for the purpose of paying the Tax-Tax Related Items due as a result of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-the Tax Related Items hereunder at the time any applicable Shares Tax Related Items arise, the Company (or any Subsidiary) will withhold otherwise deliverable shares of Stock having a Fair Market Value equal to the amount of the Tax Related Items required to be withheld. Further, if Grantee fails to make satisfactory arrangements for the payment of the Tax Related Items at the time any Tax Related Items are scheduled required to vest pursuant to Section 2be withheld and shares of Stock are not otherwise deliverable, Grantee will permanently forfeit hereby authorizes the Company (or any Subsidiary) to withhold any amount of Tax Related Items required to be withheld from any wages or other cash compensation payable to Grantee by the Company (or any Subsidiary). Notwithstanding the above, for any FICA and Medicare tax withholding obligation that arises (i) upon Grantee initially becoming eligible for Retirement in Good Standing or Disability and (ii) prior to a time for which shares subject to such Shares a continued vesting have otherwise become payable, those obligations shall be satisfied by deducting from the shares under this Award that number of shares which have a Fair Market Value, as determined by the Company, equal to the amount of the FICA and Medicare tax withholding obligations due with respect to this Award, and any portion of a previous award made to Grantee under the Plan for which such tax withholding obligations arise, rounded up to the nearest whole share; provided, however, that no such withholding method shall be applied to a Grantee who is a Section 16 Officer at the time of such determination. Regardless of any action the Company (or any Subsidiary) take with respect to any or all Tax Related Items, Grantee acknowledges that the ultimate liability for all Tax Related Items is and remains Grantee’s responsibility and may exceed the amount actually withheld by the Company (or any Subsidiary). Grantee further acknowledges that the Company and its Subsidiaries (including Grantee’s employer) (i) make no representations or undertakings regarding the treatment of any Tax Related Items in connection with any aspect of the Restricted Stock Units, including the grant, vesting or payment of a share of Stock thereunder or the subsequent sale of any shares of Stock acquired thereunder; and (ii) do not commit to, and are under no obligation to, structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate Grantee’s liability for Tax Related Items or achieve any particular tax result. Further, if Grantee is subject to taxation in more than one jurisdiction between the Grant Date and the Shares will be returned to date of any relevant taxable or tax withholding event, as applicable, Grantee acknowledges that the Company at no cost and/or its Subsidiaries (including Grantee’s employer or former employer, as applicable) may be required to the Companywithhold for Tax Related Items in more than one jurisdiction.

Withholding of Taxes. Regardless of any action When the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, Shares are issued as payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the vested Restricted Stock Units, the vesting Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee may be subject to applicable taxes in his or her jurisdiction. The Company (or the employing parent of the Company or Subsidiary) will withhold a portion of the Shares otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company (or the employing parent of the Company or Subsidiary) with respect to the Shares. No fractional Shares will be withheld or issued pursuant to the grant of Restricted Stock Units, Units and the payment issuance of Shares thereunder. The Company (or the employing parent of the Company or Subsidiary) may instead, in its discretion, withhold an amount necessary to pay the applicable taxes from the Grantee’s paycheck, with no withholding of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the Grantee’s paycheck, as indicated above), no payment will be made to the Grantee (or his or her estate) for Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the AdministratorCommittee) will have been made by the Grantee with respect to the payment of all Tax-Related Items any income and other taxes which the Company determines must be withheld or collected with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Units. If By accepting this Award, the Grantee fails expressly consents to make satisfactory arrangements for the payment withholding of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to any cash or Share withholding as provided for in this Paragraph 9. All income and other taxes related to the Restricted Stock Unit award and any Shares delivered in payment thereof are the sole responsibility of the Grantee. In no event will the Company at no cost to reimburse the Company.Grantee for any taxes that may be imposed on the Grantee as result of Section 409A.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares shares of Stock will be issued to Granteethe Grantee (or amounts paid with respect to Dividend Equivalents, if any), unless and until satisfactory arrangements (as determined by the AdministratorCommittee) will have been made by the Grantee with respect to the payment of all Tax-Related Items Federal, state, local or foreign income, employment and other taxes which the Company Committee determines must be withheld (“Tax Related Items”) with respect to such Shares the shares of Stock so issuableissuable (or amounts to be paid with respect to Dividend Equivalents, if any). The AdministratorCommittee hereby allows Grantee, in its sole discretion and pursuant to such procedures as it the Committee may specify from time to time, may permit Grantee to satisfy Tax-such Tax Related Items, in whole or in part (without limitation) by one or more of the following (without limitation): following: (a) paying cash, ; (b) withholding electing to have the Company (or any Subsidiary or Affiliated Company) withhold otherwise deliverable shares of Stock having a Fair Market Value equal to the amount of the Tax Related Items required to be withheld; or (c) electing to have the Company (or any Subsidiary or Affiliated Company) withhold any amount of Tax Related Items from the Grantee's any wages or other cash compensation paid payable to Grantee by the Company and/or the Employer(including, (c) have the Company withhold otherwise deliverable Sharesif applicable, provided that the Company only withholds the amount of Shares necessary any amounts paid with respect to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwiseDividend Equivalents). If the obligation for Tax-Tax Related Items is satisfied by withholding in Sharesa number of shares of Stock as described above, Grantee is will be deemed to have been issued the full number of Shares shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares shares of Stock are held back solely for the purpose of paying the Tax-Tax Related Items due as a result of any aspect of the Restricted Stock Units. If the Grantee fails to make satisfactory arrangements for the payment of any Tax-the Tax Related Items hereunder at the time any applicable Shares otherwise Restricted Stock Units (and corresponding Dividend Equivalents, if any) are scheduled to vest pursuant to Section 2vest, the Grantee will permanently forfeit such Shares shares of Stock (and Dividend Equivalents, if any) and the Shares shares of Stock will be returned to the Company at no cost to the Company.

Withholding of Taxes. Regardless On or before the time Participant receives a distribution of the Shares subject to the Award, or at any action time thereafter as requested by the Company Company, Participant hereby authorizes any required withholding from the Common Stock issuable to Participant and/or otherwise agrees to make adequate provision in cash for any sums required to satisfy the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related and foreign tax withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that obligations of the Company and/or or any Affiliate which arise in connection with the Employer Award (the “Withholding Taxes”). Additionally, the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to the Award by any of the following means or by a combination of such means: (i) make no representations withholding from any compensation otherwise payable to Participant by the Company; (ii) causing Participant to tender a cash payment; (iii) permitting or undertakings regarding requiring Participant to enter into a “same day sale” commitment with a broker-dealer that is a member of the treatment Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby Participant irrevocably elects to sell a portion of any Tax-Related Items the Shares to be delivered in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate satisfy the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing Withholding Taxes and whereby the Shares will be issued FINRA Dealer irrevocably commits to Grantee, unless and until satisfactory arrangements (as determined by forward the Administrator) will have been made by Grantee with respect to the payment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares proceeds necessary to satisfy the minimum statutory Withholding Taxes directly to the Company and/or its Affiliates; (iv) withholding Shares from the Shares issued or otherwise issuable to Participant in connection with the Award with a Fair Market Value (measured as of the date Shares are issued to Participant pursuant to Section 5) equal to the amount or of such other amount as may be necessary to avoid adverse accounting treatmentWithholding Taxes; provided, or (d) selling a sufficient however, that the number of such Shares otherwise deliverable so withheld shall not exceed the amount necessary to Grantee satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; or (on Xxxxxxx's behalf and at his or her direction pursuant to this authorizationv) through such means as any other method permitted by Applicable Law. Unless the tax withholding obligations of the Company may determine in its sole discretion (whether through a broker or otherwise)and/or any Affiliate are satisfied, the Company shall have no obligation to deliver to Participant any Common Stock. If In the event the Company’s obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject withhold arises prior to the vested Restricted delivery to Participant of Common Stock Units, notwithstanding or it is determined after the delivery of Common Stock to Participant that a number the amount of the Shares are held back solely for Company’s withholding obligation was greater than the purpose of paying amount withheld by the Tax-Related Items due as a result of any aspect of the Restricted Stock Units. If Grantee fails Company, Participant agrees to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares indemnify and the Shares will be returned to hold the Company at no cost harmless from any failure by the Company to withhold the Companyproper amount.

Withholding of Taxes. Regardless You acknowledge that you are required to make acceptable arrangements to pay any withholding taxes that may be due as a result of any action receipt of this Award or the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is vesting and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect payout of the Restricted Stock UnitsRSUs that you receive under this Award, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued released to Granteeyou until you have made such arrangements. These arrangements may include any one or a combination of the following, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to Company or the payment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): Committee: (a) paying cash, the Company’s repurchase of Shares to be issued upon settlement of the RSUs (b) the sale of Shares acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (c) direct payment by you to the Company; (d) payroll withholding from the Grantee's your wages or other cash compensation paid to Grantee you by the Company and/or the Employer, Company; or (ce) have any other method as the Company withhold or Committee may elect in compliance with the Plan, the Code and applicable law. The FMV of the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise deliverable Shareswould have been withheld in cash, provided that and will be applied as a credit against the taxes. 3 Depending on the withholding method, the Company only withholds the amount of Shares necessary to satisfy the may withhold or account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount or such other amount as may be necessary in cash and will have no entitlement to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)common share equivalent. If the obligation for Tax-Related Items taxes is satisfied by withholding in the repurchase of Shares, Grantee is you are deemed to have been issued the full number of Shares subject to the vested Restricted Stock UnitsRSU, notwithstanding that a number of the Shares are held back repurchased solely for the purpose of paying the Tax-Related Items taxes. You acknowledge that the ultimate liability for all tax obligations legally due as a result by you is and remains your responsibility. If you are subject to tax liabilities in more than one jurisdiction between the grant date and the date of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2relevant taxable or tax withholding event, Grantee will permanently forfeit such Shares and the Shares will be returned to as applicable, you acknowledge that the Company at no cost may be required to the Companywithhold or account for tax liability in more than one jurisdiction. 4.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares shares of Stock will be issued to Grantee, you unless and until satisfactory arrangements (as determined by the AdministratorCommittee) will have been made by Grantee you with respect to the payment of all Tax-Related Items Federal, state, local or foreign income, employment and other taxes which the Company Committee determines must be withheld (“Tax Related Items”) with respect to such Shares the shares of Stock so issuable. The AdministratorCommittee hereby allows you, in its sole discretion and pursuant to such procedures as it the Committee may specify from time to time, may permit Grantee to satisfy Tax-such Tax Related Items, in whole or in part (without limitation) by one or more of the following (without limitation): following: (a) paying cash, ; (b) withholding electing to have CryoLife or an Eligible Employer withhold otherwise deliverable shares of Stock having a Fair Market Value, as defined in the Plan, equal to the amount of the Tax Related Items required to be withheld; or (c) electing to have CryoLife or an Eligible Employer withhold any amount of Tax Related Items from the Grantee's any wages or other cash compensation paid payable to Grantee you by CryoLife or the Company and/or the Eligible Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company case may determine in its sole discretion (whether through a broker or otherwise)be. If the obligation for Tax-Tax Related Items is satisfied by withholding in Sharesa number of shares of Stock as described above, Grantee is you will be deemed to have been issued the full number of Shares shares of Stock subject to the vested Restricted Stock UnitsPerformance Shares, notwithstanding that a number of the Shares shares of Stock are held back solely for the purpose of paying the Tax-Tax Related Items due as a result of any aspect of the Restricted Stock UnitsPerformance Shares. If Grantee fails you fail to make satisfactory arrangements for the payment of any Tax-the Tax Related Items hereunder at the time any applicable Performance Shares otherwise are scheduled to vest pursuant to Section 2vest, Grantee you will permanently forfeit such Performance Shares and the Shares no shares of Stock will be returned issued to the Company at no cost you pursuant to the Companythem.

Withholding of Taxes. Regardless of any action When the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability Shares are issued in settlement for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the vested Restricted Stock Units, the vesting Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee will be subject to applicable taxes in his or her jurisdiction. If the Company is obligated at the time of the issuance of the Shares to withhold taxes on behalf of such income recognized by the Grantee (for example if the Grantee has become an Employee of the Company after the Grant Date and prior to the Vesting Date or Settlement Date, or if changes in Applicable Laws require such withholding), the Company reserves the right to withhold a portion of the Shares otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to pay any applicable minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company with respect to the Shares. No fractional Shares will be withheld or issued pursuant to the grant of Restricted Stock UnitsUnits and the issuance of Shares thereunder. The Company may instead, in its discretion, withhold an amount necessary to pay the payment applicable taxes from the Grantee’s Non-Employee Director compensation or other amounts payable to the Grantee, with no withholding of Shares. In the event that any applicable withholding requirements are not satisfied through the withholding of Shares (or, through the Grantee’s compensation or other amounts payable to the Grantee, as indicated above), no Shares will be issued to the Grantee (or his or her estate) in settlement of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the AdministratorCommittee) will have been made by the Grantee with respect to the payment of all Tax-Related Items any applicable taxes which the Company determines must be withheld or collected with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Units. If By accepting this Award, the Grantee fails expressly consents to make satisfactory arrangements for the payment withholding of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to any cash or Share withholding as provided for in this paragraph 12. All income and other taxes related to the Company at no cost to Restricted Stock Unit award and any Shares delivered in payment thereof are the Companysole responsibility of the Grantee.

Withholding of Taxes. Regardless You acknowledge that you are required to make acceptable arrangements to pay any withholding taxes that may be due as a result of any action receipt of this Award or the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is vesting and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect payout of the Restricted Stock UnitsRSUs that you receive under this Award, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued released to Granteeyou until you have made such arrangements. These arrangements may include any one or a combination of the following, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to Company or the payment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): Committee: (a) paying cash, the Company’s repurchase of Shares to be issued upon settlement of the RSUs (b) the sale of Shares acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (c) direct payment by you to the Company; (d) payroll withholding from the Grantee's your wages or other cash compensation paid to Grantee you by the Company and/or the Employer, Company; or (ce) have any other method as the Company withhold or Committee may elect in compliance with the Plan, the Code and applicable law. The FMV of the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise deliverable Shareswould have been withheld in cash, provided that and will be applied as a credit against the taxes. Depending on the withholding method, the Company only withholds the amount of Shares necessary to satisfy the may withhold or account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount or such other amount as may be necessary in cash and will have no entitlement to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)common share equivalent. If the obligation for Tax-Related Items taxes is satisfied by withholding in the repurchase of Shares, Grantee is you are deemed to have been issued the full number of Shares subject to the vested Restricted Stock UnitsRSU, notwithstanding that a number of the Shares are held back repurchased solely for the purpose of paying the Tax-Related Items taxes. You acknowledge that the ultimate liability for all tax obligations legally due as a result by you is and remains your responsibility. If you are subject to tax liabilities in more than one jurisdiction between the grant date and the date of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2relevant taxable or tax withholding event, Grantee will permanently forfeit such Shares and the Shares will be returned to as applicable, you acknowledge that the Company at no cost may be required to the Companywithhold or account for tax liability in more than one jurisdiction.

Withholding of Taxes. Regardless Amounts payable in respect of any action the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect Award shall be subject to any or all income tax (including withholding and deductions for federal, state, state and/or local taxes), social insuranceand the Employer shall have the right to withhold such amounts from any amounts otherwise payable to you in respect of the Award or to otherwise require, payroll taxprior to the grant, vesting or payment of the Award, payment on account by you of any federal, state or local taxes required by law to be withheld. Code Section 409A: It is intended that this Agreement and the Award granted hereunder will comply with or be exempt from Code Section 409A, and this Agreement will be construed and interpreted in accordance with such intent. A termination of employment (or other tax-related withholding ("Tax-Related Items")service, Grantee acknowledges that as the ultimate liability case may be) shall not be deemed to have occurred for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment purposes of any Tax-Related Items in connection with any aspect provision of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment (or other service, as the Restricted Stock Units in Shares or in cashcase may be) unless such termination is also a “separation from service” within the meaning of Code Section 409A and, the subsequent sale for purposes of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary such provision of this Agreement, no certificate representing references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything herein to the Shares contrary, the following shall apply, if and to the extent required by Code Section 409A, in the event that (A) you are deemed to be a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) and (B) amounts or benefits under the Award or any other program, plan or arrangement of the Employer or a controlled group affiliate thereof are due or payable on account of “separation from service” within the meaning of Treasury Regulations Section 1.409A-1(h): No such payments that are “nonqualified deferred compensation” subject to Code Section 409A shall be made prior to the date that is six (6) months after the date of separation from service or, if earlier, the date of death; following any applicable six (6) month delay, all such delayed payments will be issued paid in a single lump sum (without interest) on the earliest permissible payment date. Notwithstanding anything herein to Granteethe contrary, unless to the extent that the Award is (i) subject to Code Section 409A and until satisfactory arrangements (as determined by ii) a Change of Control would accelerate the Administrator) will have been made by Grantee with respect to timing of payment thereunder, the payment of all Tax-Related Items which such Award shall not occur until the Company determines must earliest of (I) the Change of Control if such Change of Control constitutes a “change in the ownership of the corporation,” a “change in the effective control of the corporation” or a “change in the ownership of a substantial portion of the assets of the corporation,” within the meaning of Code Section 409A(2)(A)(v), (II) the date such Award would otherwise be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and settled pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more the terms of this Agreement and (III) your “separation of service” within the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount meaning of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Code Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Company.409A.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares shares of Stock will be issued to Grantee, unless and until satisfactory arrangements (as determined by the AdministratorCommittee) will have been made by Grantee with respect to the payment of all Tax-Related Items Federal, state, local or foreign income, employment and other taxes which the Company Committee determines must be withheld (“Tax Related Items”) with respect to such Shares the shares of Stock so issuable. The AdministratorCommittee hereby allows Grantee, in its sole discretion and pursuant to such procedures as it the Committee may specify from time to time, may permit Grantee to satisfy Tax-such Tax Related Items, in whole or in part (without limitation) by one or more of the following (without limitation): following: (a) paying cash, ; (b) withholding electing to have the Company (or any Subsidiary) withhold otherwise deliverable shares of Stock having a Fair Market Value equal to the amount of the Tax Related Items required to be withheld; or (c) electing to have the Company (or any Subsidiary) withhold any amount of Tax Related Items from the Grantee's any wages or other cash compensation paid payable to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)Company. If the obligation for Tax-Tax Related Items is satisfied by withholding in Sharesa number of shares of Stock as described above, Grantee is will be deemed to have been issued the full number of Shares shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares shares of Stock are held back solely for the purpose of paying the Tax-Tax Related Items due as a result of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-the Tax Related Items hereunder at the time any applicable Shares otherwise Restricted Stock Units are scheduled to vest pursuant to Section 2vest, Grantee the Company (or any Subsidiary) will permanently forfeit such Shares and the Shares will be returned withhold otherwise deliverable shares of Stock having a Fair Market Value equal to the amount of the Tax Related Items required to be withheld. Further, if Grantee fails to make satisfactory arrangements for the payment of the Tax Related Items at the time any Tax Related Items are required to be withheld and shares of Stock are not otherwise deliverable, the Grantee hereby authorizes the Company at no cost (or any Subsidiary) to withhold any amount of Tax Related Items required to be withheld from any wages or other cash compensation payable to Grantee by the CompanyCompany (or any Subsidiary).

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee (the "“Employer"”) take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("“Tax-Related Items"”), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee Xxxxxxx is and remains Grantee's ’s responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's ’s liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to the payment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's ’s wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's ’s behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Company.

Withholding of Taxes. Regardless You acknowledge that you are required to make acceptable arrangements to pay any withholding taxes that may be due as a result of any action receipt of this Award or the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax vesting (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is continued vesting) and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect payout of the Restricted Stock UnitsRSUs that you receive under this Award, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued released to Granteeyou until you have made such arrangements. These arrangements may include any one or a combination of the following, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to Company or the payment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): Committee: (a) paying cash, the Company’s repurchase of Shares to be issued upon settlement of the RSUs (b) the sale of Shares acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (c) direct payment by you to the Company; (d) payroll withholding from the Grantee's your wages or other cash compensation paid to Grantee you by the Company and/or the Employer, Company; or (ce) have any other method as the Company withhold or Committee may elect in compliance with the Plan, the Code and applicable law. The FMV of the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise deliverable Shareswould have been withheld in cash, provided that and will be applied as a credit against the taxes. Depending on the withholding method, the Company only withholds the amount of Shares necessary to satisfy the may withhold or account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount or such other amount as may be necessary in cash and will have no entitlement to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)common share equivalent. If the obligation for Tax-Related Items taxes is satisfied by withholding in the repurchase of Shares, Grantee is you are deemed to have been issued the full number of Shares subject to the vested Restricted Stock UnitsRSU, notwithstanding that a number of the Shares are held back repurchased solely for the purpose of paying the Tax-Related Items taxes. You acknowledge that the ultimate liability for all tax obligations legally due as a result by you is and remains your responsibility. If you are subject to tax liabilities in more than one jurisdiction between the grant date and the date of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2relevant taxable or tax withholding event, Grantee will permanently forfeit such Shares and the Shares will be returned to as applicable, you acknowledge that the Company at no cost may be required to the Companywithhold or account for tax liability in more than one jurisdiction.

Withholding of Taxes. Regardless The Company (or the Parent or Subsidiary to which the Grantee provides service) will withhold a portion of the Shares otherwise issuable in payment for vested Performance Shares that have an aggregate market value sufficient to pay the minimum applicable federal, state and local income, employment and any action other applicable taxes required to be withheld by the Company and/or (or the Parent or Subsidiary or affiliate employing to which the Grantee (the "Employer"provides service) take with respect to any the Shares (the “Minimum Withholding Amount”) or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account require E*TRADE or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due applicable broker utilized by Grantee is and remains Grantee's responsibility and that the Company and/or to sell on the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect market a portion of the Restricted Stock UnitsShares that have an aggregate market value sufficient to pay the Minimum Withholding Amount (a “Sell to Cover”). Any Sell to Cover arrangement shall be pursuant to terms specified by the Company from time to time. No fractional Shares will be withheld, including sold to cover the Minimum Withholding Amount or issued pursuant to the grant of Performance Shares and the Restricted Stock Unitsissuance of Shares thereunder; unless determined otherwise by the Company, any additional withholding necessary for this reason will be done by the Company, in its sole discretion, through the Grantee’s paycheck or through direct payment by the Grantee to the Company in the form of cash, check or other cash equivalent. Instead of or in combination with the foregoing withholding methods, the vesting Company (or the Parent or Subsidiary to which the Grantee provides service) may, in its discretion, require the Grantee to pay an amount necessary to pay the applicable taxes directly to the Company (or the Parent or Subsidiary to which the Grantee provides service) in the form of Restricted Stock Unitscash, check or other cash equivalent, and/or may withhold an amount necessary to pay the payment applicable taxes from the Grantee’s paycheck, in each case with no or reduced withholding or Sell to Cover of Shares. In the Restricted Stock Units in event the withholding requirements are not satisfied through the withholding of Shares or in cashthe Sell to Cover (or, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate through the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement’s paycheck or direct payment, as indicated above), no certificate representing the Shares payment will be issued made to Grantee, the Grantee (or his or her estate) for Performance Shares unless and until satisfactory arrangements (as determined by the Administrator) will have been made by the Grantee with respect to the payment of all Tax-Related Items any income and other taxes which the Company determines must be withheld or collected with respect to such Performance Shares. By accepting this Award, the Grantee expressly consents to the withholding of Shares so issuableand to any cash or Share withholding or Sell to Covers as provided for in this paragraph 9. The Administrator, All income and other taxes related to the Performance Share award and any Shares delivered in its payment thereof are the sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more responsibility of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Company.

Withholding of Taxes. Regardless When the Shares are issued as payment for vested PSUs, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee may be subject to applicable taxes in his or her jurisdiction. The Company (or the employing parent of any action the Company and/or or Subsidiary) will withhold a portion of the Subsidiary Shares otherwise issuable in payment for vested PSUs that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company (or affiliate the employing Grantee (parent of the "Employer"Company or Subsidiary) take with respect to any the Shares. No fractional Shares will be withheld or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including issued pursuant to the grant of PSUs and the Restricted Stock Units, issuance of Shares thereunder. The Company (or the vesting of Restricted Stock Units, the payment employing parent of the Restricted Stock Units Company or Subsidiary) may instead, in Shares or in cashits discretion, withhold an amount necessary to pay the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate applicable taxes from the Grantee's liability for Tax-Related Items’s paycheck, with no withholding of Shares. Notwithstanding any contrary provision In the event the withholding requirements are not satisfied through the withholding of this AgreementShares (or, through the Grantee’s paycheck, as indicated above), no certificate representing the Shares payment will be issued made to Grantee, the Grantee (or his or her estate) for PSUs unless and until satisfactory arrangements (as determined by the AdministratorCommittee) will have been made by the Grantee with respect to the payment of all Tax-Related Items any income and other taxes which the Company determines must be withheld or collected with respect to such PSUs. By accepting this Award, the Grantee expressly consents to the withholding of Shares so issuableand to any cash or Share withholding as provided for in this Paragraph 9. The Administrator, All income and other taxes related to the Performance Stock Unit award and any Shares delivered in its payment thereof are the sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more responsibility of the following (without limitation): (a) paying cash, (b) withholding from Grantee. In no event will the Grantee's wages Company reimburse the Grantee for any taxes or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided costs that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to imposed on the Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Company.409A.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee Participant’s employer (the "“Employer"”) take takes with respect to any or all income tax (including federalapplicable national, statelocal, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the grant or vesting of the Restricted Stock Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any ("“Tax-Related Items"”), Grantee Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Grantee Participant is and remains Grantee's Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and/or and the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cashvesting, the subsequent sale of any Shares acquired at vesting under the Plan, and the receipt of any dividends, if any; and (iib) do does not commit to and is under no obligation to structure the terms of the grant Restricted Stock Units or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's Participant’s liability for Tax-Related Items, or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, 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. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to GranteeParticipant, unless and until satisfactory arrangements (as determined by the AdministratorCommittee) will have been made by Grantee Participant with respect to the payment of all any Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuableShares. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is shall be satisfied by the Company’s withholding in Shares, Grantee is deemed all or a portion of any Shares that otherwise would be issued to have been issued the full number Participant upon settlement of Shares subject to the vested Restricted Stock Units, notwithstanding ; provided that a number the Shares withheld shall not exceed the amount necessary to satisfy the Company’s minimum tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the Shares date the withholding obligations are held back solely for satisfied. The Company or the purpose of paying Employer may, at their discretion, use other methods to satisfy the Tax-Related Items due as a result of any aspect of Items. Furthermore, the Restricted Stock Units. If Grantee fails Participant agrees to make satisfactory arrangements for pay the payment of Company or the Employer any Tax-Related Items hereunder at that cannot be satisfied by the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Companyforegoing methods.

Withholding of Taxes. Regardless You acknowledge that you are responsible to pay any and all applicable tax obligations, including withholding and other taxes, which may be due as a result of any action receipt of this Award or the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is vesting and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect payout of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, PSUs that you receive under this Award. You acknowledge and agree that the payment of the Restricted Stock Units in Shares such tax obligations may be made by any one or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms a combination of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreementfollowing methods, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to Company or the payment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): Committee: (a) paying cash, the Company’s repurchase of Shares to be issued upon settlement of the PSUs; (b) the sale of Shares acquired upon settlement of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (c) direct payment by you to the Company; (d) payroll withholding from the Grantee's your wages or other cash compensation paid to Grantee you by the Company and/or the Employer, Company; or (ce) have any other method as the Company withhold or Committee may elect in compliance with the Plan, the Code and applicable law. The Fair Market Value of the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise deliverable Shareswould have been withheld in cash, provided that and will be applied as a credit against the taxes. Depending on the withholding method, the Company only withholds the amount of Shares necessary to satisfy the may withhold or account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including applicable maximum rates, in which case you will receive a refund of any over-withheld amount or such other amount as may be necessary in cash and will have no entitlement to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)common share equivalent. If the obligation for Tax-Related Items taxes is satisfied by withholding in the repurchase of Shares, Grantee is you are deemed to have been issued the full number of Shares subject to the vested Restricted Stock UnitsPSU, notwithstanding that a number of the Shares are held back repurchased by the Company solely for the purpose of paying the Tax-Related Items taxes. You acknowledge that the ultimate liability for all tax obligations legally due as a result by you is and remains your responsibility. If you are subject to tax liabilities in more than one jurisdiction between the Grant Date and the date of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2relevant taxable or tax withholding event, Grantee will permanently forfeit such Shares and the Shares will be returned to as applicable, you acknowledge that the Company at no cost may be required to the Companywithhold or account for tax liability in more than one jurisdiction.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee Participant’s employer (the "“Employer"”) take takes with respect to any or all income tax (including federalapplicable national, statelocal, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the grant or vesting of the Restricted Stock Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any ("“Tax-Related Items"”), Grantee Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Grantee Participant is and remains Grantee's Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and/or and the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cashvesting, the subsequent sale of any Shares acquired at vesting under the Plan, and the receipt of any dividends, if any; and (iib) do does not commit to and is under no obligation to structure the terms of the grant Restricted Stock Units or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's Participant’s liability for Tax-Related Items, or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, 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. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to GranteeParticipant, unless and until satisfactory arrangements (as determined by the AdministratorCommittee) will have been made by Grantee Participant with respect to the payment of all any Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuableShares. The AdministratorCommittee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee Participant to satisfy such Tax-Related Items, in whole or in part by one or more of the following (without limitation): ) by (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid electing to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable SharesShares having a Fair Market Value equal to the minimum amount required to be withheld, provided that (c) delivering to the Company only withholds already vested and owned Shares having a Fair Market Value equal to the amount of Shares necessary required to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatmentwithheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)) equal to the amount required to be withheld. If To the obligation for extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued reducing the full number of Shares subject otherwise deliverable to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock UnitsParticipant. If Grantee Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time any applicable Shares Restricted Stock Units otherwise are scheduled to vest pursuant to Section 2Sections 3 or 4, Grantee Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Shares Restricted Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares shares of Stock will be issued to Grantee, you unless and until satisfactory arrangements (as determined by the AdministratorCommittee) will have been made by Grantee you with respect to the payment of all Tax-Related Items Federal, state, local or foreign income, employment and other taxes which the Company Committee determines must be withheld (“Tax Related Items”) with respect to such Shares the shares of Stock so issuable. The AdministratorCommittee hereby allows you, in its sole discretion and pursuant to such procedures as it the Committee may specify from time to time, may permit Grantee to satisfy Tax-such Tax Related Items, in whole or in part (without limitation) by one or more of the following (without limitation): following: (a) paying cash, ; (b) withholding electing to have CryoLife or an Eligible Employer withhold otherwise deliverable shares of Stock having a Fair Market Value, as defined in the Plan, equal to the amount of the Tax Related Items required to be withheld; or (c) electing to have CryoLife or an Eligible Employer withhold any amount of Tax Related Items from the Grantee's any wages or other cash compensation paid payable to Grantee you by CryoLife or the Company and/or the Eligible Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company case may determine in its sole discretion (whether through a broker or otherwise)be. If the obligation for Tax-Tax Related Items is satisfied by withholding in Sharesa number of shares of Stock as described above, Grantee is you will be deemed to have been issued the full number of Shares shares of Stock subject to the vested Restricted Stock Unitsperformance shares, notwithstanding that a number of the Shares shares of Stock are held back solely for the purpose of paying the Tax-Tax Related Items due as a result of any aspect of the Restricted Stock Unitsperformance shares. If Grantee fails you fail to make satisfactory arrangements for the payment of any Tax-the Tax Related Items hereunder at the time any applicable Shares otherwise performance shares are scheduled to vest pursuant to Section 2vest, Grantee you will permanently forfeit such Shares performance shares and the Shares no shares of Stock will be returned issued to the Company at no cost you pursuant to the Companythem.

Withholding of Taxes. Regardless of any action To the extent required by Applicable Law, the Company and/or has the Subsidiary authority to deduct or affiliate employing Grantee withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy all applicable federal, state, local and foreign taxes (including the "Employer"Participant’s tax obligation) take required by Applicable Law to be withheld with respect to any taxable event arising from these Restricted Shares. At the Company’s election, the Participant may satisfy his or all income her tax obligation, in whole or in part, by either: (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account a) electing to have the Company withhold Class A Ordinary Shares otherwise to be delivered with a Fair Market Value (as defined in the Plan) equal to the tax withholding obligation; (b) surrendering to the Company previously owned Class A Ordinary Shares with a Fair Market Value equal to the tax withholding obligation; (c) allowing the Company to withhold the amount of the tax withholding obligation from the Participant’s cash compensation; or other tax-related (d) paying the amount of the tax withholding ("Tax-Related Items"), Grantee acknowledges obligation directly to the Company in cash. If the Administrator determines that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that Participant has not satisfied or performed his or her tax obligations, then the Company and/or Administrator has the Employer right, but not the obligation, to suspend the vesting of the Restricted Shares (the “Suspended Period”) commencing upon the Participant’s failure or default until such time the Participant has fully satisfied or performed such tax obligations. For the avoidance of doubt: (i) make no representations the Administrator has discretion in determining whether or undertakings regarding not the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsParticipant has satisfied or performed, including the grant of the Restricted Stock Unitsfully or otherwise, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares his or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividendsher tax obligations; and (ii) do not commit to structure after the terms of vesting suspension is lifted, the grant or any aspect time at which the specific number of the Restricted Stock Units to reduce or eliminate Shares may otherwise vest under the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreementoriginal vesting schedule shall be postponed, no certificate representing the Shares will be issued to Granteein each case, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to the payment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient same number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as days that elapse during the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the CompanySuspended Period.

Withholding of Taxes. Regardless You acknowledge that you are required to make acceptable arrangements to pay any withholding taxes that may be due as a result of any action receipt of this Award or the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax vesting (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is continued vesting) and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect payout of the Restricted Stock UnitsPSUs that you receive under this Award, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued released to Granteeyou until you have made such arrangements. These arrangements may include any one or a combination of the following, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to Company or the payment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): Committee: (a) paying cash, the Company’s repurchase of Shares to be issued upon settlement of the PSUs (b) the sale of Shares acquired upon settlement of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (c) 4 direct payment by you to the Company; (d) payroll withholding from the Grantee's your wages or other cash compensation paid to Grantee you by the Company and/or the Employer, Company; or (ce) have any other method as the Company withhold or Committee may elect in compliance with the Plan, the Code and applicable law. The FMV of the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise deliverable Shareswould have been withheld in cash, provided that and will be applied as a credit against the taxes. Depending on the withholding method, the Company only withholds the amount of Shares necessary to satisfy the may withhold or account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount or such other amount as may be necessary in cash and will have no entitlement to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)common share equivalent. If the obligation for Tax-Related Items taxes is satisfied by withholding in the repurchase of Shares, Grantee is you are deemed to have been issued the full number of Shares subject to the vested Restricted Stock UnitsRSU, notwithstanding that a number of the Shares are held back repurchased solely for the purpose of paying the Tax-Related Items taxes. You acknowledge that the ultimate liability for all tax obligations legally due as a result by you is and remains your responsibility. If you are subject to tax liabilities in more than one jurisdiction between the grant date and the date of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2relevant taxable or tax withholding event, Grantee will permanently forfeit such Shares and the Shares will be returned to as applicable, you acknowledge that the Company at no cost may be required to the Companywithhold or account for tax liability in more than one jurisdiction. 4.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to the payment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee Participant to satisfy Tax-Related Itemssuch tax withholding obligation, in whole or in part by one or more of the following (without limitation): ) by (ai) paying cash, (bii) withholding from the Grantee's Participant’s wages or other cash compensation paid to Grantee Participant by the Company and/or the Employer, (ciii) electing to have the Company withhold otherwise deliverable SharesShares upon vesting of the Restricted Stock Units with a Fair Market Value (as defined in the Plan unless otherwise determined by the Administrator) equal to the applicable amount of any Tax‑Related Items required to be withheld, provided that (iv) delivering to the Company only withholds already vested and owned Shares having a Fair Market Value equal to the amount of Shares necessary required to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatmentwithheld, or (dv) selling a sufficient number withholding from proceeds of such the sale of Shares acquired upon vesting of the Restricted Stock Units otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwiseotherwise and whether through a voluntary sale or through a mandatory sale arranged by the Company on Participant’s behalf pursuant to this authorization and without further consent from Participant), with a Fair Market Value (as defined in the Plan unless otherwise determined by the Administrator) equal to the applicable amount of any Tax‑Related Items required to be withheld. Depending on the withholding method, and notwithstanding the foregoing, 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 Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent amount in Shares. If the obligation for Tax-Related Tax‑Related Items is satisfied by withholding in Shares, Grantee for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose purposes of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the CompanyTax‑Related Items.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee Participant’s employer (the "“Employer"”) take takes with respect to any or all income tax (including federalapplicable national, statelocal, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the grant or vesting of the Restricted Stock or the holding or subsequent sale of Shares, and the receipt of dividends, if any ("“Tax-Related Items"”), Grantee Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Grantee Participant is and remains Grantee's Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and/or and the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock UnitsStock, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cashvesting, the subsequent sale of any Shares acquired at vesting under the Plan, and the receipt of any dividends, if any; and (iib) do does not commit to and is under no obligation to structure the terms of the grant Restricted Stock or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's Participant’s liability for Tax-Related Items, or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, 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. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will of Restricted Stock may be issued released from the escrow established pursuant to GranteeSection 2, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee Participant with respect to the payment of all any Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuableShares. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee Participant to satisfy such Tax-Related Items, in whole or in part by one or more of the following (without limitation): ) by (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid electing to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable SharesShares having a Fair Market Value equal to the minimum amount required to be withheld, provided that (c) delivering to the Company only withholds already vested and owned Shares having a Fair Market Value equal to the amount of Shares necessary required to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatmentwithheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)) equal to the amount required to be withheld. If To the obligation for extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued reducing the full number of Shares subject otherwise deliverable to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock UnitsParticipant. If Grantee Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time any applicable Shares Restricted Stock Units otherwise are scheduled to vest pursuant to Section 2Sections 3 or 4, Grantee Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Shares Restricted Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Regardless If the Grantee makes an election under section 83(b) of the Code with respect to the Award, the Award made pursuant to this Agreement shall be conditioned upon the Grantee making prompt payment to the Company of any action applicable withholding obligations or withholding taxes by the Company and/or the Subsidiary or affiliate employing Grantee ("Withholding Taxes"). Failure by the "Employer"Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) take of the Code with respect to the Award, upon the lapse of the Restricted Period with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect portion of the Restricted Stock UnitsShares (or property distributed with respect thereto), including and unless other arrangements are made at the grant sole discretion of the Company, the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Stock UnitsPeriod, in an amount required to satisfy the vesting required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of Restricted Stock Unitscash (whether or not related to the Award including, without limitation, salary payments) to the payment Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Restricted Stock Units in Shares or in cash, subject to the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related ItemsAward). Notwithstanding any contrary provision For purposes of this Agreement, no certificate representing "Fair Value" means the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to the payment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number closing sales price of the Shares are held back solely for on the purpose New York Stock Exchange on such date, or in the absence of paying reported sales on such date, the Tax-Related Items due as a result of any aspect closing sales price of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements Shares on the immediately preceding date for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Companywhich sales were reported.

Withholding of Taxes. Regardless of any action When the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, Shares are issued as payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the vested Restricted Stock Units, the vesting Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee will be subject to applicable taxes in his or her jurisdiction. The Company (or the employing Related Entity) will withhold a portion of the Shares otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company (or the employing Related Entity) with respect to the Shares. No fractional Shares will be withheld or issued pursuant to the grant of Restricted Stock UnitsUnits and the issuance of Shares thereunder. The Company (or the employing Related Entity) may instead, in its discretion, withhold an amount necessary to pay the payment applicable taxes from the Grantee’s salary or other amounts payable to the Grantee, with no withholding of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the Grantee’s salary or other amounts payable to the Grantee, as indicated above), no Shares will be issued to the Grantee (or his or her estate) in settlement of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the AdministratorCommittee) will have been made by the Grantee with respect to the payment of all Tax-Related Items any income and other taxes which the Company determines must be withheld or collected with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Units. If By accepting this Award, the Grantee fails expressly consents to make satisfactory arrangements for the payment withholding of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to any cash or Share withholding as provided for in this paragraph 14. All income and other taxes related to the Company at no cost to Restricted Stock Unit award and any Shares delivered in payment thereof are the Companysole responsibility of the Grantee.