Common use of Withholding Taxes Clause in Contracts

Withholding Taxes. Regardless of any action the Corporation or the Employing Company takes with respect to any or all income tax, social security, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains his or her responsibility and may exceed the amount withheld by the Corporation or the Employing Company. Furthermore, the Grantee acknowledges that the Corporation and/or the Employing Company (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant, vesting, or settlement of the RSUs or the subsequent sale of Shares; and (b) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan to reduce or eliminate his or her liability for Tax-Related Items or to achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Grantee acknowledges that the Corporation and/or the Employing Company (or former Employing Company, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable event, the Grantee shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employing Company to satisfy all withholding obligations of the Corporation and/or the Employing Company. In this regard, the Grantee authorizes the Corporation and/or the Employing Company, or their respective agents, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: (1) withholding from Grantee’s wages or other cash compensation paid to Grantee by the Corporation and/or the Employing Company; (2) withholding from proceeds of the sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting of the RSUs. To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Tax-Related Items are satisfied by withholding in Shares issuable upon vesting of the RSUs, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall pay to the Corporation or the Employing Company any amount of Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. The Grantee understands that no Shares or proceeds from the sale of Shares shall be delivered to Grantee, notwithstanding the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect thereto.

Withholding Taxes. Regardless of any action the Corporation Company or any Subsidiary employing the Employing Company Optionee (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social securityinsurance, payroll tax, payment on account or other taxtax related-related withholding items (“TaxTax Related-Related Items”), the Grantee Optionee acknowledges that the ultimate liability for all TaxTax Related-Related Items associated with the Option is and remains his or her the Optionee’s responsibility and may exceed the amount actually withheld by the Corporation or the Employing Company. Furthermore, the Grantee acknowledges Company and that the Corporation and/or Company and the Employing Company Employer (ai) make no representations or undertakings regarding the treatment of any TaxTax Related-Related Items in connection with any aspect of the RSUsOption, including including, but not limited to, the grant, vesting, vesting or settlement exercise of the RSUs or Option, the subsequent sale of SharesShares acquired pursuant to such exercise and the receipt of any dividends; and (bii) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan Option to reduce or eliminate his or her the Optionee’s liability for TaxTax Related-Related Items or to achieve any particular tax resultItems. Further, if the Grantee has become Optionee is subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable eventjurisdiction, the Grantee Optionee acknowledges that the Corporation Company and/or the Employing Company Employer (or former Employing Companyemployer, as applicable) may be required to withhold or account for TaxTax Related-Related Items in more than one jurisdiction. Prior The Optionee shall, no later than the date as of which the value of an Option first becomes includible in the gross income of the Optionee for purposes of Tax Related-Items, pay to the relevant taxable eventCompany and/or the Employer, the Grantee shall pay or make adequate arrangements satisfactory to the Corporation Administrator (in its sole discretion) regarding payment of, all Tax Related-Items required by applicable law to be withheld by the Company and/or the Employing Company Employer with respect to satisfy all withholding the Option. The obligations of the Corporation Company under the Plan shall be conditional on the making of such payments or arrangements, and the Company and/or the Employing CompanyEmployer shall, to the extent permitted by applicable law, have the right to deduct any such Tax Related-Items from any payment of any kind otherwise due to the Optionee. In this regardThe Company shall have the right to require the Optionee to remit to the Company an amount in cash sufficient to satisfy any applicable withholding requirements related thereto. With the approval of the Administrator, the Grantee authorizes Optionee may satisfy the Corporation and/or foregoing requirement by either (i) electing to have the Employing Company withhold from delivery of Shares or (ii) delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld (or such other rate that will not cause adverse accounting consequences for the Company, or their respective agents, ). Any such Shares shall be valued at their discretionFair Market Value on the date as of which the amount of Tax Related-Items to be withheld is determined. Such an election may be made with respect to all or any portion of the Shares to be delivered pursuant to the Option. The Company may also use any other method or combination of methods of obtaining the necessary payment or proceeds, as permitted by applicable law, to satisfy its withholding obligation with respect to any Option. Depending on the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: (1) withholding from Grantee’s wages or other cash compensation paid to Grantee by the Corporation and/or the Employing Company; (2) withholding from proceeds of the sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting of the RSUs. To avoid negative accounting treatmentmethod, the Corporation Company may withhold or account for TaxTax Related-Related Items by considering maximum applicable minimum statutory withholding amounts or other applicable withholding ratesrates to the extent permitted by the Plan, in which case the Optionee may receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. If the Taxobligation for Tax Related-Related Items are is satisfied by withholding in Shares issuable upon vesting of the RSUsShares, for tax purposes, the Grantee is Optionee shall be deemed to have been issued the full number member of Shares subject to issued upon exercise of the RSUs, Options notwithstanding that a number member of the Shares are held back solely for the purpose of paying the TaxTax Related-Related Items. Finally, the Grantee shall pay to the Corporation or the Employing Company any amount of Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. The Grantee understands that no Shares or proceeds from the sale of Shares shall be delivered to Grantee, notwithstanding the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect thereto.

Withholding Taxes. Regardless The Recipient hereby agrees, as a condition of this award, to provide to the Company (or a subsidiary employing the Recipient, as applicable) an amount sufficient to satisfy the Company’s and/or subsidiary’s obligation to withhold any action the Corporation and all federal, state, local or the Employing Company takes with respect to any or all provincial income tax, social security, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding (“Tax-Related Items”), items or statutory withholdings related to the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains his or her responsibility and may exceed the amount withheld by the Corporation or the Employing Company. Furthermore, the Grantee acknowledges that the Corporation and/or the Employing Company (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant, vesting, or settlement of the RSUs or the subsequent sale of Shares; and (b) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the GranteeRecipient’s participation in the Plan (the “Withholding Amount”), if any, by (a) authorizing the Company and/or any subsidiary employing the Recipient, as applicable, to reduce withhold the Withholding Amount from the Recipient’s cash compensation or (b) remitting the Withholding Amount to the Company (or a subsidiary employing the Recipient, as applicable) in cash; provided, however, that to the extent that the Withholding Amount is not provided by one or a combination of such methods, the Company may at its election withhold from the Underlying Shares and Dividend Equivalents that would otherwise be delivered that number of shares (and/or cash) having a Fair Market Value on the date of vesting sufficient to eliminate his any deficiency in the Withholding Amount. Regardless of any action that the Company and/or subsidiary takes with respect to any or her all federal, state, local or provincial income tax, social security, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items or statutory withholdings related to the Recipient’s participation in the Plan, the Recipient acknowledges that he or she, and not the Company and/or any subsidiary, has the ultimate liability for Tax-Related Items or to achieve any particular tax resultsuch items. Further, if the Grantee has become Recipient becomes subject to tax in more than one jurisdiction between the Grant Date of Grant and the date of any relevant taxable or tax withholding event, the Grantee Recipient acknowledges that the Corporation Company and/or the Employing Company (or former Employing Company, as applicable) subsidiary may be required to withhold or account for Taxsuch tax-Related Items related items in more than one jurisdiction. Prior to the relevant taxable event, the Grantee shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employing Company to satisfy all withholding obligations of the Corporation and/or the Employing Company. In this regard, the Grantee authorizes the Corporation and/or the Employing Company, or their respective agents, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: (1) withholding from Grantee’s wages or other cash compensation paid to Grantee by the Corporation and/or the Employing Company; (2) withholding from proceeds of the sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting of the RSUs. To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Tax-Related Items are satisfied by withholding in Shares issuable upon vesting of the RSUs, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall pay to the Corporation or the Employing Company any amount of Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. The Grantee understands that no Shares or proceeds from the sale of Shares shall be delivered to Grantee, notwithstanding the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect thereto.

Withholding Taxes. Regardless The following provision supplements paragraph 8 of any action the Corporation or Agreement: Without limitation to paragraph 8 of the Employing Company takes with respect to any or all income tax, social security, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”)Agreement, the Grantee acknowledges Participant hereby agrees that the ultimate liability he or she is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or the Employer, as applicable, or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also hereby agrees to indemnify and keep indemnified the Company and the Employer, as applicable, against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on the Participant’s behalf to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if the Participant is and remains his a director or her responsibility and executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act), the Participant understands that he or she may exceed not be able to indemnify the Company for the amount withheld by the Corporation or the Employing Company. Furthermore, the Grantee acknowledges that the Corporation and/or the Employing Company (a) make no representations or undertakings regarding the treatment of any Tax-Related Items not collected from or paid by the Participant, in connection with any aspect of case the RSUs, including the grant, vesting, or settlement of the RSUs or the subsequent sale of Shares; and (b) do not commit indemnification could be considered to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan to reduce or eliminate his or her liability for Tax-Related Items or to achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Grantee acknowledges that the Corporation and/or the Employing Company (or former Employing Company, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable event, the Grantee shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employing Company to satisfy all withholding obligations of the Corporation and/or the Employing Companya loan. In this regardcase, the Grantee authorizes the Corporation and/or the Employing Company, or their respective agents, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: (1) withholding from Grantee’s wages or other cash compensation paid to Grantee by the Corporation and/or the Employing Company; (2) withholding from proceeds of the sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting of the RSUs. To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Tax-Related Items are satisfied not collected or paid may constitute a benefit to the Participant on which additional income tax and National Insurance Contributions (“NICs”) may be payable. The Participant understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or the Employer (as appropriate) the amount of any NICs due on this additional benefit, which may also be recovered from the Participant by withholding in Shares issuable upon vesting any of the RSUs, for tax purposesmeans referred to in paragraph 8 of the Agreement. In addition, the Grantee is deemed to have been issued Participant agrees that the full number of Shares subject to Company and/or the RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying Employer may calculate the Tax-Related Items. Finally, the Grantee shall pay Items to be withheld and accounted for by reference to the Corporation or maximum applicable rates, without prejudice to any right the Employing Company Participant may have to recover any amount of Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. The Grantee understands that no Shares or proceeds overpayment from the sale of Shares shall be delivered to Grantee, notwithstanding the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect theretorelevant tax authorities.

Withholding Taxes. Regardless Director acknowledges that, regardless of any action the Corporation or the Employing Company Newmont takes with respect to any or all income tax, social securityinsurance, fringe benefits tax, payroll tax, payment on account or other tax-related withholding items related to Director’s participation in the Plan and legally applicable to Director (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains his or her Director’s responsibility and may exceed the amount actually withheld by the Corporation or the Employing CompanyNewmont, if any. Furthermore, the Grantee Director further acknowledges that the Corporation and/or the Employing Company Newmont (ai) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsDSUs, including including, without limitation, the grant, vesting, vesting or settlement of the RSUs or DSUs, the issuance of Shares, the subsequent sale of Sharesshares of Common Stock acquired pursuant to such issuance, and the receipt of any dividends and/or Dividend Equivalents; and (bii) do does not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan DSUs to reduce or eliminate his or her Director’s liability for Tax-Related Items or to achieve any particular tax result. Further, Director acknowledges that if the Grantee has become Director is subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable eventjurisdiction, the Grantee acknowledges that the Corporation and/or the Employing Company (or former Employing Company, as applicable) Newmont may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the any relevant taxable or tax withholding event, the Grantee shall pay or as applicable, Director agrees to make adequate arrangements satisfactory to the Corporation and/or the Employing Company Newmont to satisfy all withholding obligations of the Corporation and/or the Employing CompanyTax-Related Items. In this regard, the Grantee Director authorizes the Corporation and/or the Employing Company, Newmont or their respective agents, at their discretion, its agent to satisfy the any applicable withholding obligations with regard to all applicable Tax-Related Items by one or a combination withholding in shares of Common Stock to be issued upon settlement of the following methods: (1) DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Director’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from Grantee’s his or her wages or other cash compensation paid to Grantee Director by the Corporation and/or the Employing Company; (2) Newmont to satisfy any applicable withholding from proceeds of the sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting of the RSUsobligations for Tax-Related Items. To avoid negative accounting treatment, the Corporation Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding ratesrates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items are is satisfied by withholding in Shares issuable upon vesting shares of the RSUsCommon Stock, for tax purposes, the Grantee Director is deemed to have been issued the full number of Shares shares of Common Stock subject to the RSUsvested DSU, notwithstanding that a number of the Shares shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall Director agrees to pay to the Corporation Newmont, including through withholding from cash compensation paid to him or the Employing Company her by Newmont, any amount of Tax-Related Items due that Newmont may be required to withhold or account for as a result of any aspect of the Grantee’s his or her participation in the PlanPlan that cannot be satisfied by the means previously described. The Grantee understands that no Shares Newmont may refuse to issue or deliver the shares or the proceeds from of the sale of Shares shall be delivered shares of Common Stock, if Director fails to Grantee, notwithstanding comply with any obligations in connection with the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect theretoItems.

Withholding Taxes. Regardless of any action the Corporation or the Employing Company takes with respect to any or all income tax, social security, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains his or her responsibility and may exceed the amount withheld by the Corporation or the Employing Company. Furthermore, the Grantee acknowledges that the Corporation and/or the Employing Company (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect Employee may elect, within 30 days of the RSUsEffective Date and on notice to the Company, including to realize income for federal income tax purposes equal to the grant, vesting, or settlement fair market value of the RSUs or Restricted Shares on the subsequent sale of Shares; and (b) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan to reduce or eliminate his or her liability for Tax-Related Items or to achieve any particular tax resultEffective Date. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable In such event, the Grantee acknowledges that the Corporation and/or the Employing Company (or former Employing Company, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable event, the Grantee Employee shall pay or make adequate arrangements satisfactory to the Corporation and/or Company or the Employing appropriate Affiliate to pay in the year of the Award any federal, state or local taxes required to be withheld with respect to such shares. Such arrangements may include, to the extent such arrangements are acceptable to the Company or such Affiliate and do not provide for tax withholding in amounts in excess of the minimum withholding requirements contemplated by SFAS 123(R), the transfer of shares of Common Stock, other than the Restricted Shares, to the Company or such Affiliate for application to satisfy all such withholding obligations requirements on the basis of the Corporation and/or Fair Market Value of such shares on the Employing Companydate of transfer to the Company or such Affiliate. In If Employee fails to make such payments, then any provision of this regardAgreement to the contrary notwithstanding, the Grantee authorizes the Corporation and/or the Employing Company, or their respective agents, at their discretionCompany and its Affiliates shall, to satisfy the obligations extent permitted by law, have the right to deduct from any payments of any kind otherwise due from the Company or an Affiliate to or with regard respect to all applicable Tax-Related Items by one Employee, whether or a combination of the following methods: (1) withholding from Grantee’s wages or other cash compensation paid to Grantee by the Corporation and/or the Employing Company; (2) withholding from proceeds of the sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf not pursuant to this authorization) through such means as Agreement, or the Corporation may determine in its sole discretion (whether through a broker Plan and regardless of the form of payment, any federal, state or otherwise); or (3) withholding in Shares local taxes of any kind required by law to be issued withheld with respect to the Restricted Shares. (b) If no election is made by Employee pursuant to Section 4(a) hereof, then upon vesting the termination of the RSUs. To avoid negative accounting treatmentrestrictions applicable hereunder to the Restricted Shares, Employee (or in the event of Employee’s death, the Corporation may withhold administrator or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Tax-Related Items are satisfied by withholding in Shares issuable upon vesting executor of the RSUs, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall Employee’s estate) will pay to the Corporation Company or the Employing appropriate Affiliate, or make arrangements satisfactory to the Company or such Affiliate regarding payment of, any amount of Tax-Related Items due as a result federal, state or local taxes of any aspect kind required by law to be withheld with respect to the Restricted Shares. Such arrangements may include, to the extent such arrangements are acceptable to the Company or such Affiliate and do not provide for tax withholding in amounts in excess of the Grantee’s participation minimum withholding requirements contemplated by SFAS 123(R), the transfer of Restricted Shares that have become nonforfeitable and no longer subject to restrictions hereunder or other shares of Common Stock to the Company or such Affiliate for application to satisfy such withholding requirements on the basis of the Fair Market Value of such shares on the date of transfer to the Company or such Affiliate. If Employee (or in the Plan. The Grantee understands that no Shares event of Employee’s death, the administrator or proceeds executor of Employee’s estate) fails to make such payments, then any provision of this Agreement to the contrary notwithstanding, the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct from any payments of any kind otherwise due from the sale of Shares shall be delivered Company or an Affiliate to Granteeor with respect to Employee, notwithstanding whether or not pursuant to this Agreement, or the lapse Plan and regardless of the restrictions on the RSUsform of payment, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items federal, state or local taxes of any kind required by law to be withheld with respect theretoto the Restricted Shares.

Withholding Taxes. Regardless of any action the Corporation Company or any Eligible Subsidiary employing the Employing Company Participant (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social securityinsurance, payroll tax, payment on account or other taxTax Related-related withholding Items (“Tax-Related Items”), the Grantee Participant acknowledges that the ultimate liability for all TaxTax Related-Related Items associated with the RSUs is and remains his or her the Participant’s responsibility and may exceed the amount withheld by the Corporation or the Employing Company. Furthermore, the Grantee acknowledges that the Corporation and/or Company and the Employing Company Employer (ai) make no representations or undertakings regarding the treatment of any TaxTax Related-Related Items in connection with any aspect of the RSUs, including including, but not limited to, the grant, vesting, grant or settlement vesting of the RSUs or RSUs, the delivery of Shares, the subsequent sale of SharesShares acquired at vesting and the receipt of any dividends or dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan RSUs to reduce or eliminate his or her the Participant’s liability for TaxTax Related-Related Items or to achieve any particular tax resultItems. Further, if the Grantee has become Participant is subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable eventjurisdiction, the Grantee Participant acknowledges that the Corporation Company and/or the Employing Company Employer (or former Employing Companyemployer, as applicable) may be required to withhold or account for TaxTax Related-Related Items in more than one jurisdiction. (i) This Section 7(a)(i) shall apply to the Participant only if the Participant is not subject to Section 16 of the Securities Exchange Act of 1934 as of the date the relevant RSU first becomes includible in the gross income of the Participant for purposes of Tax Related-Items. Prior The Participant shall, no later than the date as of which the value of an RSU first becomes includible in the gross income of the Participant for purposes of Tax Related-Items, pay to the Company and/or the Employer, or make arrangements satisfactory to the Administrator regarding payment of, all Tax Related-Items required by applicable law to be withheld by the Company and/or the Employer with respect to the RSU. The obligations of the Company under the Plan shall be conditional on the making of such payments or arrangements, and the Company and/or the Employer shall, to the extent permitted by applicable law, have the right to deduct any such Tax Related-Items from any payment of any kind otherwise due to the Participant. The Company shall have the right to require the Participant to remit to the Company an amount in cash sufficient to satisfy any applicable withholding requirements related thereto. With the approval of the Administrator, the Participant may satisfy the foregoing requirement by either (i) electing to have the Company withhold from delivery of Shares or (ii) delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld (or such other rate that will not cause adverse accounting consequences for the Company). Any such Shares shall be valued at their Fair Market Value on the date as of which the amount of Tax Related-Items to be withheld is determined. Such an election may be made with respect to all or any portion of the Shares to be delivered pursuant to the RSUs. The Company may also use any other method or combination of methods of obtaining the necessary payment or proceeds, as permitted by applicable law, to satisfy its withholding obligation with respect to any RSU. (ii) This Section 7(a)(ii) shall apply to the Participant only if the Participant is subject to Section 16 of the Securities Exchange Act of 1934 as of the date the relevant RSU first becomes includible in the gross income of the Participant for purposes of Tax Related-Items. All Tax Related-Items legally payable by the Participant in respect of the RSUs shall be satisfied by the Company, withholding a number of the Shares that would otherwise be delivered to the Participant upon the vesting or settlement of the RSUs with a Fair Market Value, determined as of the date of the relevant taxable event, the Grantee shall pay or make adequate arrangements satisfactory equal to the Corporation and/or the Employing Company to satisfy all withholding obligations of the Corporation and/or the Employing Company. In this regard, the Grantee authorizes the Corporation and/or the Employing Company, or their respective agents, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: (1) withholding from Grantee’s wages or other cash compensation paid to Grantee by the Corporation and/or the Employing Company; (2) withholding from proceeds of the sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting of the RSUs. To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding ratesamount that applies to the Participant, rounded up to the nearest whole share (“Net Settlement”). The Net Settlement mechanism described in this paragraph was approved by the Committee prior to the Date of Grant in a manner intended to constitute “approval in advance” by the Committee for purposes of Rule 16b3-(e) under the Securities Exchange Act of 1934, as amended. (iii) If the Taxobligation for Tax Related-Related Items are is satisfied by withholding in Shares issuable upon vesting of the RSUsnet settlement, for tax purposes, the Grantee is Participant shall be deemed to have been issued the full number of Shares subject to issued upon vesting of the RSUs, RSUs notwithstanding that a number of the Shares are held back solely for the purpose of paying the TaxTax Related-Related Items. Finally, the Grantee shall pay to the Corporation or the Employing Company any amount of Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. The Grantee understands that no Shares or proceeds from the sale of Shares shall be delivered to Grantee, notwithstanding the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect thereto.

Withholding Taxes. Regardless (a) Optionee acknowledges that, regardless of any action the Corporation Company or the Employing Company takes Employer may take with respect to any or all income taxWithholding Taxes related to the Option, social security, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items such Withholding Taxes is and remains his or her Optionee’s responsibility and may exceed the amount actually withheld by the Corporation Company or the Employing CompanyEmployer. Furthermore, the Grantee Optionee further acknowledges that the Corporation and/or Company and the Employing Company Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items Withholding Taxes in connection with any aspect of the RSUsOption, including the grant, vesting, vesting or settlement exercise of the RSUs or Option, the subsequent sale of Sharesany shares of Common Stock acquired at exercise and the receipt of any dividends on those shares; and (bii) do not commit to to, and are under no obligation to to, structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan Option to reduce or eliminate his or her Optionee’s liability for Tax-Related Items Withholding Taxes or to achieve any particular tax result. Further, if the Grantee has become Optionee is subject to tax Withholding Taxes in more than one jurisdiction between the Date of Grant and the date of any relevant taxable eventjurisdiction, the Grantee Optionee acknowledges that the Corporation and/or Company or the Employing Company Employer (or a former Employing Companyemployer, as applicable) may be required to withhold or account for Tax-Related Items Withholding Taxes in more than one jurisdiction. . (b) Prior to the relevant taxable event, the Grantee shall pay or Optionee agrees to make adequate arrangements satisfactory to the Corporation and/or Company or the Employing Company Employer to satisfy all withholding obligations of the Corporation and/or the Employing CompanyWithholding Taxes. In this regard, the Grantee Optionee authorizes the Corporation and/or Company or the Employing CompanyEmployer, or their respective agents, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items Withholding Taxes by one or a combination of the following methods: following: (1i) withholding of Shares otherwise deliverable upon exercise of the Option; (ii) withholding from Grantee’s any other wages or other cash compensation paid to Grantee Optionee by the Corporation and/or Company or the Employing CompanyEmployer; or (2iii) withholding from proceeds payment through a broker-dealer sale and remittance procedure in accordance with Section 7(d) of the sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting of the RSUsPlan. To avoid negative accounting treatment, the Corporation The Company may withhold or account for Tax-Related Items Withholding Taxes by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates in Optionee’s jurisdiction, in which case Optionee may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Common Stock), or if not refunded, Optionee may seek a refund from local tax authorities. In the event of under-withholding, Optionee may be required to pay any additional Withholding Taxes directly to the applicable tax authority or to the Company or the Employer. If the Tax-Related Items are obligation for Withholding Taxes is satisfied by withholding in Shares issuable upon vesting of the RSUsShares, for tax purposes, the Grantee Optionee is deemed to have been issued the full number of Shares subject to the RSUsexercised Option, notwithstanding that a number of the Shares are is held back solely for the purpose of paying the Tax-Related ItemsWithholding Taxes. Finally, the Grantee shall pay The Company may refuse to the Corporation deliver any purchased Option Shares or the Employing Company any amount proceeds of Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. The Grantee understands that no Shares or proceeds from the sale of Shares shall be delivered shares if Optionee fails to Grantee, notwithstanding comply with Optionee’s obligations in connection with the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect theretoWithholding Taxes.

Withholding Taxes. Regardless of any action the Corporation Company or any Subsidiary employing the Employing Company Participant (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social securityinsurance, payroll tax, payment on account or other tax-tax related withholding items (“Tax-Tax Related Items”), the Grantee Participant acknowledges that the ultimate liability for all Tax-Tax Related Items associated with the PSUs is and remains his or her the Participant’s responsibility and may exceed the amount withheld by the Corporation or the Employing Company. Furthermore, the Grantee acknowledges that the Corporation and/or Company and the Employing Company Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the RSUsPSUs, including including, but not limited to, the grant, vesting, grant or settlement vesting of the RSUs or PSUs, the delivery of the Shares, the subsequent sale of SharesShares acquired at vesting and the receipt of any dividends or dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan PSUs to reduce or eliminate his or her the Participant’s liability for Tax-Tax Related Items or to achieve any particular tax resultItems. Further, if the Grantee has become Participant is subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable eventjurisdiction, the Grantee Participant acknowledges that the Corporation Company and/or the Employing Company Employer (or former Employing Companyemployer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable event, the Grantee Participant shall pay or make adequate arrangements satisfactory to the Corporation Company and/or the Employing Company Employer (in its sole discretion) to satisfy all withholding and payment on account obligations for Tax Related Items of the Corporation Company and/or the Employing CompanyEmployer. In this regard, the Grantee Participant authorizes the Corporation and/or Company and the Employing CompanyEmployer, or their respective agentseither of them, at their in such entity’s sole discretion, to satisfy the obligations with regard to all applicable Tax-Tax Related Items legally payable by the Participant (with respect to the award granted hereunder as well as any equity awards previously received by the Participant under any Company stock plan) by one or a combination of the following methodsfollowing: (1i) requiring the Participant to pay Tax-Related Items in cash with a cashier’s check or certified check or by wire transfer of immediately available funds; (ii) withholding cash from Granteethe Participant’s wages or other cash compensation paid payable to Grantee the Participant by the Corporation Company and/or the Employing CompanyEmployer; (2iii) arranging for the sale of Shares otherwise issuable to the Participant upon payment on the PSUs (on such other amount that will not cause adverse accounting consequences for the Company and is permitted under applicable withholding rules promulgated by the Internal Revenue Service or another applicable governmental entity), including the sale of Shares prior to such scheduled payment date; (iv) withholding from the proceeds of the sale of Shares issued acquired upon vesting of payment on the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise)PSUs; or (3v) withholding in Shares otherwise issuable to be issued upon vesting the Participant, provided that the Company withholds only the amount of Shares necessary to satisfy the RSUs. To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts amount (or other applicable if there is no minimum statutory withholding rates. If amount, such amount as may be necessary to avoid adverse accounting treatment) using the Tax-Related Items are satisfied by withholding in Shares issuable upon vesting of the RSUs, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the RSUs, notwithstanding that a number Fair Market Value of the Shares are held back solely for on the purpose date of paying the Tax-Related Itemsrelevant taxable event. Finally, the Grantee The Participant shall pay to the Corporation Company or the Employing Company Employer any amount of Tax-Tax Related Items due that the Company or the Employer may be required to withhold as a result of any aspect of the GranteeParticipant’s participation in the PlanPlan that are not satisfied by any of the means previously described. The Grantee understands that no Company may refuse to deliver the Shares or proceeds from to the sale of Shares shall be delivered Participant if the Participant fails to Grantee, notwithstanding comply with the lapse of Participant’s obligations in connection with the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Tax Related Items with respect theretoas described in this Section.

Withholding Taxes. Regardless of any action the Corporation or the Employing Company takes with respect The Optionee hereby agrees, as a condition to any exercise of this Option, to provide to the Company (or a subsidiary employing the Optionee, as applicable) an amount sufficient to satisfy the Company’s and/or subsidiary’s obligation to withhold any and all federal, state, local or provincial income tax, social security, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding (“Tax-Related Items”), items or statutory withholdings related to the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains his or her responsibility and may exceed the amount withheld by the Corporation or the Employing Company. Furthermore, the Grantee acknowledges that the Corporation and/or the Employing Company (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant, vesting, or settlement of the RSUs or the subsequent sale of Shares; and (b) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the GranteeOptionee’s participation in the Plan (the ”Withholding Amount”), if any, by (a) authorizing the Company and/or any subsidiary employing the Optionee, as applicable, to reduce withhold the Withholding Amount from the Optionee’s cash compensation or (b) remitting the Withholding Amount to the Company (or a subsidiary employing the Optionee, as applicable) in cash; provided, however, that to the extent that the Withholding Amount is not provided by one or a combination of such methods, the Company may at its election withhold from the Stock that would otherwise be delivered upon exercise of this Option that number of shares having a Fair Market Value on the date of exercise sufficient to eliminate his any deficiency in the Withholding Amount. Regardless of any action that the Company and/or subsidiary takes with respect to any or her all federal, state, local or provincial income tax, social security, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items or statutory withholdings related to the Optionee’s participation in the Plan, the Optionee acknowledges that he or she, and not the Company and/or any subsidiary, has the ultimate liability for Tax-Related Items or to achieve any particular tax resultsuch items. Further, if the Grantee has become Optionee becomes subject to tax in more than one jurisdiction between the Grant Date of Grant and the date of any relevant taxable or tax withholding event, the Grantee Optionee acknowledges that the Corporation Company and/or the Employing Company (or former Employing Company, as applicable) subsidiary may be required to withhold or account for Taxsuch tax-Related Items related items in more than one jurisdiction. Prior to the relevant taxable event, the Grantee shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employing Company to satisfy all withholding obligations of the Corporation and/or the Employing Company. In this regard, the Grantee authorizes the Corporation and/or the Employing Company, or their respective agents, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: (1) withholding from Grantee’s wages or other cash compensation paid to Grantee by the Corporation and/or the Employing Company; (2) withholding from proceeds of the sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting of the RSUs. To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Tax-Related Items are satisfied by withholding in Shares issuable upon vesting of the RSUs, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall pay to the Corporation or the Employing Company any amount of Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. The Grantee understands that no Shares or proceeds from the sale of Shares shall be delivered to Grantee, notwithstanding the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect thereto.

Withholding Taxes. Regardless The Participant acknowledges that, regardless of any action taken by the Corporation or the Employing Company takes with respect to Company, the ultimate liability for any or all income tax, social security, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Grantee acknowledges that the ultimate or liability for all Tax-Related Items is and remains his or her responsibility and may exceed the amount withheld by the Corporation or the Employing Company. Furthermore, the Grantee acknowledges that the Corporation and/or the Employing Company (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant, vesting, or settlement of the RSUs or the subsequent sale of SharesShares (“Tax-Related Items”), is and remains his or her responsibility and may exceed the amount withheld by the Corporation or the Employing Company. Furthermore, the Participant acknowledges that the Corporation and/or the Employing Company (a) make no representations or undertakings regarding the treatment of any Tax-Related Items; and (b) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the GranteeParticipant’s participation in the Plan to reduce or eliminate his or her liability for Tax-Related Items or to achieve any particular tax result. Further, if the Grantee Participant has become subject to tax Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Grantee Participant acknowledges that the Corporation and/or the Employing Company (or former Employing Company, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable event, the Grantee Participant shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employing Company to satisfy all withholding obligations of the Corporation and/or the Employing CompanyTax-Related Items. In this regard, the Grantee Participant authorizes the Corporation and/or the Employing Company, or their respective agents, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: (1) withholding from GranteeParticipant’s wages or other cash compensation paid to Grantee Participant by the Corporation and/or the Employing Company; (2) withholding from proceeds of the sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on GranteeParticipant’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting of the RSUs. If the Corporation gives the Participant the power to choose the withholding method, and the Participant does not make a choice, then the Corporation will at its discretion withhold in Shares as stated in alternative (3) herein. To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Tax-Related Items are satisfied by withholding in Shares issuable upon vesting of Corporation withholds at a rate other than the RSUsminimum statutory rate, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall pay to the Corporation or the Employing Company any amount of Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. The Grantee understands that no Shares or proceeds from the sale of Shares shall be delivered to Grantee, notwithstanding the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect thereto.such as

Withholding Taxes. Regardless The Participant acknowledges that, regardless of any action taken by the Corporation or the Employing Company takes with respect to Company, the ultimate liability for any or all income tax, social security, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Grantee acknowledges that the ultimate or liability for all Tax-Related Items is and remains his or her responsibility and may exceed the amount withheld by the Corporation or the Employing Company. Furthermore, the Grantee acknowledges that the Corporation and/or the Employing Company (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant, vesting, or settlement of the RSUs or the subsequent sale of SharesShares (“Tax-Related Items”), is and remains his or her responsibility and may exceed the amount withheld by the Corporation or the Employing Company. Furthermore, the Participant acknowledges that the Corporation and/or the Employing Company (a) make no representations or undertakings regarding the treatment of any Tax-Related Items; and (b) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the GranteeParticipant’s participation in the Plan to reduce or eliminate his or her liability for Tax-Related Items or to achieve any particular tax result. Further, if the Grantee Participant has become subject to tax Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Grantee Participant acknowledges that the Corporation and/or the Employing Company (or former Employing Company, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable event, the Grantee Participant shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employing Company to satisfy all withholding obligations of the Corporation and/or the Employing CompanyTax-Related Items. In this regard, the Grantee Participant authorizes the Corporation and/or the Employing Company, or their respective agents, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: (1) withholding from GranteeParticipant’s wages or other cash compensation paid to Grantee Participant by the Corporation and/or the Employing Company; (2) withholding from proceeds of the sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on GranteeParticipant’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting of the RSUs. If the Corporation gives the Participant the power to choose the withholding method, and the Participant does not make a choice, then the Corporation will at its discretion withhold in Shares as stated in alternative (3) herein. To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Corporation withholds at a rate other than the minimum statutory rate, such as the maximum withholding rate, then the refund of any over-withheld amount shall be paid in cash and the Participant will have no entitlement to the Common Stock equivalent. If the Tax-Related Items are satisfied by withholding in Shares issuable upon vesting of the RSUs, for tax purposes, the Grantee Participant is deemed to have been issued the full number of Shares subject to the RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee Participant shall pay to the Corporation or the Employing Company Company, any amount of Tax-Related Items due as a result of any aspect of the GranteeParticipant’s participation in the Plan. The Grantee Participant understands that no Shares or proceeds from the sale of Shares shall be delivered to GranteeParticipant, notwithstanding the lapse of the restrictions on the RSUs, unless and until the Grantee Participant shall have satisfied any obligation for Tax-Related Items with respect thereto. Notwithstanding anything in this Section 12 to the contrary, if the RSUs are considered nonqualified deferred compensation subject to Section 409A, the fair market value of the Shares withheld together with the amount of cash withheld may not exceed the liability for Tax-Related Items.

Withholding Taxes. Regardless of any action the Corporation Company or any Subsidiary employing the Employing Company Optionee (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social securityinsurance, payroll tax, payment on account or other tax-tax related withholding items (“Tax-Tax Related Items”), the Grantee Optionee acknowledges that the ultimate liability for all Tax-Tax Related Items associated with the Option is and remains his or her the Optionee’s responsibility and may exceed the amount withheld by the Corporation or the Employing Company. Furthermore, the Grantee acknowledges that the Corporation and/or Company and the Employing Company Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the RSUsOption, including including, but not limited to, the grant, vesting, vesting or settlement exercise of the RSUs or Option, the subsequent sale of SharesShares acquired pursuant to such exercise and the receipt of any dividends or dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan Option to reduce or eliminate his or her the Optionee’s liability for Tax-Tax Related Items or to achieve any particular tax resultItems. Further, if the Grantee Optionee has become subject relocated to tax in more than one a different jurisdiction between the Date date of Grant grant and the date of any relevant taxable event, the Grantee Optionee acknowledges that the Corporation Company and/or the Employing Company Employer (or former Employing Companyemployer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable event, the Grantee Optionee shall pay or make adequate arrangements satisfactory to the Corporation Company and/or the Employing Company Employer (in its sole discretion) to satisfy all withholding and payment on account obligations for Tax Related Items of the Corporation Company and/or the Employing CompanyEmployer. In this regard, the Grantee Optionee authorizes the Corporation and/or Company and the Employing CompanyEmployer, or their respective agentseither of them, at their in such entity’s sole discretion, to satisfy the obligations with regard to all applicable Tax-Tax Related Items legally payable by the Optionee (with respect to the Option granted hereunder as well as any equity awards previously received by the Optionee under any Company stock plan) by one or a combination of the following methodsfollowing: (1i) requiring the Optionee to pay Tax-Related Items in cash with a cashier’s check or certified check or by wire transfer of immediately available funds; (ii) withholding cash from Granteethe Optionee’s wages or other cash compensation paid payable to Grantee the Optionee by the Corporation Company and/or the Employing CompanyEmployer; (2iii) accepting from the Optionee the delivery of unencumbered Shares; (iv) withholding from the proceeds of the a broker-dealer sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorizationand remittance procedure as described in Section 4(b) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise)above; or (3v) withholding in Shares otherwise issuable to be issued upon vesting the Optionee, provided that the Company withholds only the amount of Shares necessary to satisfy the RSUs. To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts amount (or other applicable if there is no minimum statutory withholding rates. If amount, such amount as may be necessary to avoid adverse accounting treatment) using the Tax-Related Items are satisfied by withholding in Shares issuable upon vesting of the RSUs, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the RSUs, notwithstanding that a number Fair Market Value of the Shares are held back solely for on the purpose date of paying the Tax-Related Itemsrelevant taxable event. Finally, the Grantee Optionee shall pay to the Corporation Company or the Employing Company Employer any amount of Tax-Tax Related Items due that the Company or the Employer may be required to withhold as a result of any aspect of the GranteeOptionee’s participation in the PlanPlan or the Optionee’s purchase of Shares that are not satisfied by any of the means previously described. For the avoidance of doubt, in no event will the Company and/or the Employer withhold more than the minimum amount of Tax Related Items required by law (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment), nor shall any Optionee have the right to require the Company and/or the Employer to withhold more than such amount. The Grantee understands that no Company may refuse to honor the exercise and refuse to deliver the Shares or proceeds from to the sale of Shares shall be delivered Optionee if the Optionee fails to Grantee, notwithstanding comply with Optionee’s obligations in connection with the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Tax Related Items with respect theretoas described in this Section.

Withholding Taxes. Regardless The Grantee acknowledges that, regardless of any action taken by the Corporation or the Employing Company takes with respect to Company, the ultimate liability for any or all income tax, social security, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items ) is and remains his or her responsibility and may exceed the amount withheld by the Corporation or the Employing Company. Furthermore, the Grantee acknowledges that the Corporation and/or the Employing Company (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsPerformance Award, including the grant, vesting, or settlement of the RSUs Performance Award or the subsequent sale of Shares; and (b) do not commit to and are under no obligation to structure the terms of the grant of the RSUs Performance Award or any aspect of the Grantee’s participation in the Plan to reduce or eliminate his or her liability for Tax-Related Items or to achieve any particular tax result. Further, if the Grantee has become subject to tax Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Grantee acknowledges that the Corporation and/or the Employing Company (or former Employing Company, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable event, the Grantee shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employing Company to satisfy all withholding obligations Tax-Related Items of the Corporation and/or the Employing Company. In this regard, the Grantee shall pay any Tax-Related Items directly to the Corporation or the Employing Company in cash upon request. In addition, the Grantee authorizes the Corporation and/or the Employing Company, or their respective agents, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: (1) withholding from Grantee’s wages or other cash compensation paid to Grantee by the Corporation and/or the Employing Company; (2) withholding from proceeds of the sale of Shares issued upon vesting payment of the RSUs Performance Award either through a voluntary sale or through a mandatory sale arranged by the Corporation (on the Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting payment of the RSUsPerformance Award. If the Corporation gives the Grantee the power to choose the withholding method, and the Grantee does not make a choice, then the Corporation will withhold in Shares as stated in alternative (3) herein. To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Corporation withholds at a rate other than the minimum statutory rate, such as the maximum withholding rate, then the refund of any over-withheld amount shall be paid in cash and the Grantee will have no entitlement to the Common Stock equivalent. If the Tax-Related Items are satisfied by withholding in Shares issuable upon vesting of the RSUsPerformance Award, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the RSUsPerformance Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall pay to the Corporation or the Employing Company any amount of Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. The Grantee understands that no Shares or proceeds from the sale of Shares shall be delivered to Grantee, notwithstanding the lapse vesting of the restrictions on the RSUsPerformance Award, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect thereto. Notwithstanding anything in this Section 11 to the contrary, if the Performance Award is considered nonqualified deferred compensation, the fair market value of the shares withheld together with the amount of cash withheld may not exceed the liability for Tax-Related Items.

Withholding Taxes. Regardless of any action the Corporation Company or any Subsidiary employing the Employing Company Optionee (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social securityinsurance, payroll tax, fringe benefits tax, payment on account or other tax-tax related withholding items (“Tax-Tax Related Items”), the Grantee Optionee acknowledges that the ultimate liability for all Tax-Tax Related Items associated with the Option is and remains his or her the Optionee’s responsibility and may exceed the amount actually withheld by the Corporation Company or the Employing Company. Furthermore, the Grantee acknowledges Employer and that the Corporation and/or Company and the Employing Company Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the RSUsOption, including including, but not limited to, the grant, vesting, vesting or settlement exercise of the RSUs or Option, the subsequent sale of SharesShares acquired pursuant to such exercise and the receipt of any dividends; and (bii) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan Option to reduce or eliminate his or her the Optionee’s liability for Tax-Tax Related Items or to achieve any particular tax resultItems. Further, if the Grantee has become Optionee is subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable eventjurisdiction, the Grantee Optionee acknowledges that the Corporation Company and/or the Employing Company Employer (or former Employing Companyemployer, as applicable) may be required to withhold or account for Tax-Tax Related Items in more than one jurisdiction. Prior to the relevant taxable event, the Grantee Optionee shall pay or make adequate arrangements satisfactory to the Corporation Company and/or the Employing Company Employer to satisfy all withholding and payment on account obligations for Tax Related Items of the Corporation Company and/or the Employing CompanyEmployer. In this regard, the Grantee Optionee authorizes the Corporation and/or Company and the Employing CompanyEmployer, or their respective agents, at their discretion, to satisfy the obligations with regard to all applicable Tax-Tax Related Items legally payable by the Optionee (with respect to the Option granted hereunder as well as any equity awards previously received by the Optionee under any Company stock plan) by one or a combination of the following methodsfollowing: (1i) requiring the Optionee to pay Tax Related Items in cash with a cashier’s check or certified check or by wire transfer of immediately available funds; (ii) withholding cash from Granteethe Optionee’s wages or other cash compensation paid payable to Grantee the Optionee by the Corporation Company and/or the Employing CompanyEmployer; (2iii) accepting from the Optionee the delivery of unencumbered Shares; (iv) withholding from the proceeds of the a broker-dealer sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation and remittance procedure as described in Section 4(b) above; (on Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3v) withholding in Shares otherwise issuable to the Optionee, provided that the Company withholds only the amount of Shares necessary to satisfy the statutory withholding amount (or such other amount that will not cause adverse accounting consequences for the Company and is permitted under applicable withholding rules promulgated by the Internal Revenue Service or another applicable governmental entity) using the Fair Market Value of the Shares on the date of the relevant taxable event; or (vi) any method determined by the Committee to be issued upon vesting of in compliance with applicable laws. Depending on the RSUs. To avoid negative accounting treatmentwithholding method, the Corporation Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum rates applicable in the Optionee’s jurisdiction, in which case the Optionee may receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. If the Tax-obligation for Tax Related Items are is satisfied by withholding in Shares issuable upon vesting of the RSUsShares, for tax purposes, the Grantee Optionee is deemed to have been issued the full number member of Shares subject to issued upon exercise of the RSUsOption, notwithstanding that a number member of the Shares are is held back solely for the purpose of paying the Tax-Tax Related Items. Finally, the Grantee shall The Optionee agrees to pay to the Corporation Company or the Employing Company Employer any amount of Tax-Tax Related Items due that the Company or the Employer may be required to withhold or account for as a result of any aspect of the GranteeOptionee’s participation in the PlanPlan that cannot be satisfied by the means previously described. The Grantee understands that no Company may refuse to issue or deliver to the Optionee any Shares or proceeds from the sale of Shares shall be delivered Shares, if the Optionee fails to Grantee, notwithstanding comply with his or her obligations in connection with the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Tax Related Items with respect theretoItems.

Withholding Taxes. Regardless The Participant acknowledges that, regardless of any action taken by the Corporation or the Employing Company takes with respect to Company, the ultimate liability for any or all income tax, social security, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Grantee acknowledges that the ultimate or liability for all Tax-Related Items is and remains his or her responsibility and may exceed the amount withheld by the Corporation or the Employing Company. Furthermore, the Grantee acknowledges that the Corporation and/or the Employing Company (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant, vesting, or settlement of the RSUs or the subsequent sale of SharesShares (“Tax-Related Items”) is and remains his or her responsibility and may exceed the amount withheld by the Corporation or the Employing Company. Furthermore, the Participant acknowledges that the Corporation and/or the Employing Company (a) make no representations or undertakings regarding the treatment of any Tax-Related Items; and (b) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the GranteeParticipant’s participation in the Plan to reduce or eliminate his or her liability for Tax-Related Items or to achieve any particular tax result. Further, if the Grantee Participant has become subject to tax Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Grantee Participant acknowledges that the Corporation and/or the Employing Company (or former Employing Company, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable event, the Grantee Participant shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employing Company to satisfy all withholding obligations of the Corporation and/or the Employing CompanyTax-Related Items. In this regard, the Grantee Participant authorizes the Corporation and/or the Employing Company, or their respective agents, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: (1) withholding from GranteeParticipant’s wages or other cash compensation paid to Grantee Participant by the Corporation and/or the Employing Company; (2) withholding from proceeds of the sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on GranteeParticipant’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting of the RSUs. To avoid negative accounting treatment, If the Corporation may gives the Participant the power to choose the withholding method, and the Participant does not make a choice, then the Corporation will at its discretion withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Tax-Related Items are satisfied by withholding in Shares issuable upon vesting of the RSUs, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall pay to the Corporation or the Employing Company any amount of Tax-Related Items due as a result of any aspect of the Grantee’s participation stated in the Plan. The Grantee understands that no Shares or proceeds from the sale of Shares shall be delivered to Grantee, notwithstanding the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect theretoalternative (3) herein.

Withholding Taxes. Regardless The Grantee acknowledges that, regardless of any action taken by the Corporation Company or, if different, the Subsidiary or Affiliate for which the Employing Company takes with respect to any or Grantee is a Service Provider (the “Employer”), the ultimate liability for all income tax, social securityinsurance, payroll tax, fringe benefits tax, payment on account or other tax-tax related withholding items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items ) is and remains his or her the Grantee’s responsibility and may exceed the amount actually withheld by the Corporation Company or the Employing CompanyEmployer. Furthermore, the The Grantee further acknowledges that the Corporation Company and/or the Employing Company Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsRestricted Stock Units, including including, but not limited to, the grant, vesting, vesting or settlement of the RSUs or Restricted Stock Units, the subsequent sale of Sharesany shares of Stock acquired under the Plan and the receipt of any dividends or dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan Restricted Stock Units to reduce or eliminate his or her the Grantee’s liability for Tax-Related Items or to achieve any particular tax result. Further, if the Grantee has become is subject to tax Tax-Related Items in more than one jurisdiction between the Grant Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Corporation Company and/or the Employing Company Employer (or former Employing Companyemployer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable or tax withholding event, as applicable, the Grantee shall pay or agrees to make adequate arrangements satisfactory to the Corporation Company and/or the Employing Company Employer to satisfy all withholding obligations of the Corporation and/or the Employing CompanyTax-Related Items. In this regard, the Grantee authorizes the Corporation Company and/or the Employing CompanyEmployer, or their respective agents, at their discretion, to satisfy the obligations their withholding obligations, if any, with regard to all applicable Tax-Related Items by one or a combination of the following methods: following: (1a) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Corporation Company and/or the Employing CompanyEmployer; or (2b) withholding from proceeds of the sale of Shares issued shares of Stock acquired upon vesting settlement of the RSUs Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Corporation Company (on the Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwiseauthorization without further consent); or or (3c) withholding in Shares shares of Stock to be issued upon vesting settlement of the RSUsRestricted Stock Units; or (d) by any other method deemed by the Company to comply with applicable laws. To avoid negative accounting treatmentDepending on the withholding method, the Corporation Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case the Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in shares of Stock. If the obligation for Tax-Related Items are is satisfied by withholding in Shares issuable upon vesting shares of the RSUsStock, for tax purposes, the Grantee is deemed to have been issued the full number of Shares shares subject to the RSUsvested Restricted Stock Units, notwithstanding that a number of the Shares shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall agrees to pay to the Corporation Company or the Employing Company Employer any amount of Tax-Related Items due that the Company or the Employer may be required to withhold or account for as a result of any aspect of the Grantee’s participation in the PlanPlan that cannot be satisfied by the means previously described. The Grantee understands that no Shares Company may refuse to issue or deliver the shares of Stock or the proceeds from of the sale of Shares shall be delivered to Grantee, notwithstanding the lapse shares of the restrictions on the RSUs, unless and until Stock if the Grantee shall have satisfied any obligation for fails to comply with his or her obligations in connection with the Tax-Related Items with respect theretoItems.

Withholding Taxes. Regardless Notwithstanding anything in this Agreement to the contrary, Parent, the Surviving Corporation, Parent Manager and the Exchange Agent shall be entitled to deduct and withhold from (i) the consideration (including Per Share Common Merger Consideration payable in respect of any action the Corporation Company Restricted Shares, Company Performance RSUs and Company Deferred Stock Units) to be paid by Parent, the Surviving Corporation, Parent Manager or the Employing Company takes Exchange Agent hereunder and (ii) any other amounts otherwise payable pursuant to this Agreement, any amount required to be deducted and withheld with respect to the making of such payment under the Code or any other provision of state, local or all income tax, social security, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”)foreign Tax Law. If Parent, the Grantee acknowledges Surviving Corporation, Parent Manager or the Exchange Agent believes that such deduction or withholding is required, the applicable withholding Person shall use commercially reasonable efforts to provide the Company with written notice at least five Business Days prior to withholding any amount pursuant to this Section 3.3(i) such that the ultimate liability for all Tax-Related Items is Company and/or the holders of the Company Common Stock, Company Restricted Shares, Company Performance RSUs and/or Company Deferred Stock Units shall have the opportunity to eliminate or reduce such deduction or withholding obligation by filing appropriate documentation or taking other appropriate action, and remains his or her responsibility and may exceed the amount withheld by the Corporation or the Employing Company. Furthermoresubject to their respective obligations under applicable Law, Parent, the Grantee acknowledges that Surviving Corporation and Parent Manager shall, and such parties shall instruct the Corporation Exchange Agent to, cooperate in good faith with the Company and/or such holders as necessary to eliminate or reduce such deduction or withholding, in each case, to the Employing Company (a) make no representations extent permitted under applicable Law. Any such amounts so deducted or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant, vesting, or settlement of the RSUs or the subsequent sale of Shares; and (b) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan to reduce or eliminate his or her liability for Tax-Related Items or to achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Grantee acknowledges that the Corporation and/or the Employing Company (or former Employing Company, as applicable) may withheld shall be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior paid over to the relevant taxable eventTaxing Authority in accordance with applicable Law by the Exchange Agent, the Grantee Surviving Corporation, Parent Manager or Parent, as the case may be, and such deducted or withheld amounts shall pay or make adequate arrangements satisfactory be treated for all purposes of this Agreement as having been paid to the Corporation and/or the Employing Company to satisfy all Person in respect of which such deduction or withholding obligations of the Corporation and/or the Employing Company. In this regard, the Grantee authorizes the Corporation and/or the Employing Company, or their respective agents, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: (1) withholding from Grantee’s wages or other cash compensation paid to Grantee by the Corporation and/or the Employing Company; (2) withholding from proceeds of the sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting of the RSUs. To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Tax-Related Items are satisfied by withholding in Shares issuable upon vesting of the RSUs, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall pay to the Corporation or the Employing Company any amount of Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. The Grantee understands that no Shares or proceeds from the sale of Shares shall be delivered to Grantee, notwithstanding the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect theretowas made.

Withholding Taxes. Regardless of any action the Corporation Company or Employee’s employer (the Employing Company “Employer”) takes with respect to any or all income tax, social securityinsurance, payroll tax, payment on account or other tax-related withholding items related to the Employee’s participation in the Plan and legally applicable to the Employee (“Tax-Related Items”), the Grantee Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee is and remains his or her the Employee’s responsibility and may exceed the amount actually withheld by the Corporation Company or the Employing CompanyEmployer. Furthermore, the Grantee Employee further acknowledges that the Corporation Company and/or the Employing Company Employer (a) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsStock Awards, including the grant, vesting, grant or settlement vesting of the RSUs or Stock Awards, the subsequent sale of SharesShares acquired under the Plan and the receipt of dividends, if any; and (b) do does not commit to and are is under no obligation to structure the terms of the grant of the RSUs Stock Awards or any aspect of the Grantee’s participation in the Plan Stock Awards to reduce or eliminate his or her the Employee’s liability for Tax-Related Items Items, or to achieve any particular tax result. Further, if the Grantee Employee has become subject to tax in more than one jurisdiction between the Date date of Grant grant and the date of any relevant taxable event, the Grantee Employee acknowledges that the Corporation Company and/or the Employing Company Employer (or former Employing Companyemployer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior No payment will be made to the relevant taxable event, Employee (or his or her estate) for the Grantee shall pay or make adequate Stock Award unless and until satisfactory arrangements satisfactory (as determined by the Committee) have been made by the Employee with respect to the Corporation and/or the Employing Company to satisfy all withholding payment of any Tax-Related Items obligations of the Corporation Company and/or the Employing CompanyEmployer with respect to the Stock Awards. In this regard, the Grantee Employee authorizes the Corporation Company and/or the Employing CompanyEmployer, or their respective agents, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: following: (1a) withholding from GranteeEmployee’s wages or other cash compensation paid to Grantee Employee by the Corporation and/or Company or the Employing CompanyEmployer; or (2b) withholding from proceeds of the sale of Shares issued acquired upon vesting of the RSUs Stock Awards, either through a voluntary sale or through a mandatory sale arranged by the Corporation Company (on GranteeEmployee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or or (3c) withholding in Shares to be issued upon vesting settlement of the RSUsStock Awards; or (d) surrendering already-owned Shares having a Fair Market Value equal to the Tax-Related Items that have been held for such period of time to avoid adverse accounting consequences. To avoid negative accounting treatment, If the Corporation may withhold or account obligation for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Tax-Related Items are is satisfied by withholding in Shares issuable upon vesting of the RSUsShares, for tax purposes, the Grantee Employee is deemed to have been issued the full number of Shares subject to the RSUsStock Award, notwithstanding that a number of the Shares are is held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of the Employee’s participation in the Plan. Finally, the Grantee The Employee shall pay to the Corporation Company or the Employing Company Employer any amount of Tax-Related Items due that the Company may be required to withhold or account for as a result of any aspect of the GranteeEmployee’s participation in the PlanPlan that cannot be satisfied by one or more of the means previously described in this paragraph 7. The Grantee understands Employee acknowledges and agrees that no the Company may refuse to issue or deliver the Shares or the proceeds from of the sale of Shares shall be delivered if Employee fails to Grantee, notwithstanding comply with his or her obligations in connection with the lapse Tax-Related Items. It is the Company’s current practice to withhold a portion of the restrictions Shares scheduled to be issued pursuant to vested Stock Awards that have an aggregate market value sufficient to pay the Tax-Related Items. The Company will only withhold whole Shares and therefore the Employee also authorizes deduction without notice from salary or other amounts payable to the Employee of cash in an amount sufficient to satisfy the Employer’s remaining tax withholding obligation. Notwithstanding the previous two sentences, the Employee, if the Company in its sole discretion so agrees, may elect to furnish to the Company written notice, no more than 30 days and no less than 5 days in advance of a scheduled Vesting Date (or other required withholding event), of his or her intent to satisfy the tax withholding requirement by remitting the full amount of the tax withholding to the Company on the RSUsscheduled Vesting Date (or other required withholding event). In the event that Employee provides such written notice and fails to satisfy the amounts required for the Tax-Related Items by the Vesting Date (or other required withholding event), unless and until the Grantee Company shall have satisfied any obligation satisfy the tax withholding requirement pursuant to the first two sentences of this paragraph. However, the Company reserves the right to withhold for Tax-Related Items with respect theretopursuant to any means set forth in this paragraph.

Withholding Taxes. Regardless of any action the Corporation Company or Optionee’s employer (the Employing Company “Employer”) takes with respect to any or all income taxTax Obligations, social security, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Grantee Optionee acknowledges that the ultimate liability for all Tax-Related Items Tax Obligations legally due by him or her is and remains his or her Optionee’s responsibility and may exceed the amount withheld by the Corporation or the Employing Company. Furthermore, the Grantee acknowledges that the Corporation Company and/or the Employing Company Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items Tax Obligations in connection with any aspect of the RSUsOption grant, including the grant, vesting, vesting or settlement exercise of the RSUs or Option, the subsequent sale of SharesShares acquired pursuant to such exercise and the receipt of any dividends; and (b2) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan Option to reduce or eliminate his or her Optionee’s liability for Tax-Related Items or to achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Grantee acknowledges that the Corporation and/or the Employing Company (or former Employing Company, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdictionTax Obligations. Prior to the relevant taxable eventexercise of the Option, the Grantee Optionee shall pay or make adequate arrangements satisfactory to the Corporation Company and/or the Employing Company Employer to satisfy all withholding and payment on account obligations of the Corporation Company and/or the Employing CompanyEmployer. In this regard, the Grantee Optionee authorizes the Corporation Company and/or the Employing Company, or their respective agents, at their discretion, Employer to satisfy the obligations with regard to withhold all applicable Tax-Related Items Tax Obligations legally payable by one Optionee from his or a combination of the following methods: (1) withholding from Grantee’s her wages or other cash compensation paid to Grantee Optionee by the Corporation Company and/or the Employing Company; (2) withholding Employer or from proceeds of the sale of Shares issued upon vesting of the RSUs either through a voluntary sale Shares. Alternatively, or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting of the RSUs. To avoid negative accounting treatmentaddition, if permissible under local law, the Corporation Company may withhold (1) sell or account arrange for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Tax-Related Items are satisfied by withholding in Shares issuable upon vesting of the RSUs, for tax purposes, the Grantee is deemed to have been issued the full number sale of Shares subject that Optionee acquires to meet the RSUswithholding obligation for Tax Obligations, notwithstanding and/or (2) withhold in Shares, provided that a number the Company only withholds the amount of shares necessary to satisfy the Shares are held back solely for the purpose of paying the Tax-Related Itemsminimum withholding amount. Finally, the Grantee Optionee shall pay to the Corporation Company or the Employing Company Employer any amount of Tax-Related Items due Tax Obligations that the Company or the Employer may be required to withhold as a result of any aspect of the GranteeOptionee’s participation in the PlanPlan or Optionee’s purchase of Shares that cannot be satisfied by the means previously described. The Grantee understands that no Company may refuse to honor the exercise and refuse to deliver the Shares if Optionee fails to comply with his or proceeds from her obligations in connection with the sale of Shares shall be delivered to Grantee, notwithstanding the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect theretoTax Obligations as described in this section.

Withholding Taxes. (a) Regardless of any action the Corporation or Company (including, for the Employing Company avoidance of doubt, the entity directly employing the Holder, the “Employer”)) takes with respect to any or all international, US federal, state or local tax including all income tax, social securityinsurance, social security contributions (where applicable), payroll tax, payment on account or other tax-related withholding items arising out of the Holder’s participation in the Plan and legally applicable or deemed applicable to the Holder in any jurisdiction (“Tax-Related ItemsRequired Tax Payments”)) and subject to applicable laws, the Grantee Holder acknowledges that the ultimate liability for all Tax-Related Items Required Tax Payments is and remains his or her the Holder’s responsibility and may exceed the amount actually withheld by the Corporation or Company and/or the Employing CompanyEmployer, if any. Furthermore, the Grantee The Holder further acknowledges that the Corporation Company and/or the Employing Company Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items Required Tax Payments in connection with any aspect of the RSUsAward or underlying shares of Stock, including including, but not limited to, the grant, vesting, vesting or settlement of the RSUs or Award, the subsequent sale of Sharesshares of Stock acquired upon the expiration of the Restriction Period and the receipt of any dividends and/or dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan restricted stock unit to reduce or eliminate his or her the Holder’s liability for Tax-Related Items Required Tax Payments or to achieve any particular tax result. FurtherFurthermore, if the Grantee Holder has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable eventjurisdiction, the Grantee Holder acknowledges that the Corporation Company and/or the Employing Company Employer (or former Employing Companyemployer, as applicable) may be required to withhold or account for Tax-Related Items Required Tax Payments in more than one jurisdiction. Prior . (b) As a condition precedent to the relevant taxable eventdelivery to the Holder of any Stock subject to the Award, the Grantee shall Holder shall, upon request by the Company and/or the Employer, pay or make adequate arrangements satisfactory to the Corporation Company and/or the Employing Company to satisfy all withholding obligations Employer (or shall cause a broker-dealer on behalf of the Corporation Employee to pay to the Company and/or the Employing Company. In this regard, Employer) such amount of cash as the Grantee authorizes the Corporation Company and/or the Employing CompanyEmployer may be required, under all applicable federal, state, local or their respective agents, at their discretionother laws or regulations, to satisfy withhold and pay over Required Tax Payments with respect to the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: (1) withholding from Grantee’s wages or other cash compensation paid to Grantee by the Corporation and/or the Employing Company; (2) withholding from proceeds of the sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting of the RSUs. To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding ratesAward. If the Tax-Related Items are Holder shall fail to advance the Required Tax Payments after request by the Company and/or the Employer, the Company and/or the Employer may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company and/or the Employer to the Holder. (c) Under the terms of this Agreement, the Holder’s obligations to pay the Required Tax Payments shall be satisfied by the Company withholding in Shares issuable upon vesting whole shares of Stock which would otherwise be issued or transferred to the Holder having an aggregate Fair Market Value, determined as of the RSUsdate on which such withholding obligation arises (the “Tax Date”), for tax purposesequal to the Required Tax Payments, and the Grantee is Holder will be deemed to have been issued the full number of Shares shares of Stock subject to the RSUsvested portion of the Award, notwithstanding that a number of the Shares are shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall pay to the Corporation or the Employing Company any amount of Tax-Related Items Required Tax Payments due as a result of any aspect of the GranteeHolder’s participation in the Plan; provided, however, the Holder may notify the Company prior to the Tax Date that the Holder has elected, in lieu of the Company withholding shares of Stock, to satisfy his or her obligation to advance the Required Tax Payments by (i) a check or cash payment to the Company, (ii) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole shares of Stock having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments, (iii) except as may be prohibited by applicable law, a cash payment by a broker whom the Company has selected for this purpose and to whom the Holder has authorized to sell any shares acquired upon the vesting of the Award to meet the Required Tax Payments; or (iv) any combination of share withholding and (i), (ii) and (iii). Shares to be delivered to the Company or withheld may not have a Fair Market Value in excess of the minimum amount of the Required Tax Payments (or such greater withholding amount to the extent permitted by applicable withholding rules and accounting rules without resulting in variable accounting treatment). Any fraction of a share which would be required to satisfy any such obligation shall be disregarded and the remaining amount due shall be paid in cash by the Holder. The Grantee understands Company shall withhold or account for Required Tax Payments by considering applicable minimum statutory withholding amounts (or, if requested by the Holder and permitted by the Board or the Committee, other applicable withholding rates, including maximum applicable rates in the Holder’s jurisdiction(s)). In the event of over-withholding, the Holder may receive a refund of any over-withheld amount in cash, or if not refunded, the Holder may seek a refund from the local tax authorities. In the event of under-withholding, the Holder may be required to pay additional Required Tax Payments directly to the applicable tax authority or to the Company and/or the Employer. The Holder shall pay to the Company or the Employer any amount of Required Tax Payments that no Shares the Company or the Employer may be required to withhold or account for as a result of the Holder’s participation in the Plan that cannot be satisfied by the means previously described in this section. The Company may refuse to issue or deliver the shares of Stock or the proceeds from of the sale of Shares shall be delivered shares to Granteethe Holder if the Holder fails to comply with its obligations in connection with the Required Tax Payments. (d) The Holder hereby agrees that they are liable for all Required Tax Payments and hereby covenants to pay all such Required Tax Payments, notwithstanding as and when requested by the lapse of Company or, if different, the restrictions Holder’s employer or by any tax authority in any relevant jurisdiction. The Holder hereby agrees to indemnify and keep indemnified the Company and, if different, the Holder’s employer against any Required Tax Payments that the Holder is required to pay or withhold or have paid or will pay to any other tax authority or any other relevant authority on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect theretoHolder’s behalf.

Withholding Taxes. Regardless of any action the Corporation Company or any Subsidiary employing the Employing Company Participant (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social securityinsurance, payroll tax, payment on account or other tax-tax related withholding items (“Tax-Tax Related Items”), the Grantee Participant acknowledges that the ultimate liability for all Tax-Tax Related Items associated with the PSUs is and remains his or her the Participant’s responsibility and may exceed the amount withheld by the Corporation or the Employing Company. Furthermore, the Grantee acknowledges that the Corporation and/or Company and the Employing Company Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the RSUsPSUs, including including, but not limited to, the grant, vesting, grant or settlement vesting of the RSUs or PSUs, the delivery of the Shares, the subsequent sale of SharesShares acquired at vesting and the receipt of any dividends or dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan PSUs to reduce or eliminate his or her the Participant’s liability for Tax-Tax Related Items or to achieve any particular tax resultItems. Further, if the Grantee has become Participant is subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable eventjurisdiction, the Grantee Participant acknowledges that the Corporation Company and/or the Employing Company Employer (or former Employing Companyemployer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (i) This Section 6(a)(i) shall apply to the Participant only if the Participant is not subject to Section 16 of the Securities Exchange Act of 1934 as of the date the relevant PSU first becomes includible in the gross income of Participant for purposes of Tax Related Items. Prior The Participant shall, no later than the date as of which the value of a PSU first becomes includible in the gross income of the Participant for purposes of Tax Related Items, pay to the Company and/or the Employer, or make arrangements satisfactory to the Administrator regarding payment of, all Tax Related Items required by applicable law to be withheld by the Company and/or the Employer with respect to the PSU. The obligations of the Company under the Plan shall be conditional on the making of such payments or arrangements, and the Company and/or the Employer shall, to the extent permitted by applicable law, have the right to deduct any such Tax Related Items from any payment of any kind otherwise due to the Participant. The Company shall have the right to require the Participant to remit to the Company an amount in cash sufficient to satisfy any applicable withholding requirements related thereto. With the approval of the Administrator, the Participant may satisfy the foregoing requirement by either (i) electing to have the Company withhold from delivery of Shares or (ii) delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld (or such other rate that will not cause adverse accounting consequences for the Company). Any such Shares shall be valued at their Fair Market Value on the date as of which the amount of Tax Related Items to be withheld is determined. Such an election may be made with respect to all or any portion of the Shares to be delivered pursuant to an Award. The Company may also use any other method or combination of methods of obtaining the necessary payment or proceeds, as permitted by applicable law, to satisfy its withholding obligation with respect to any PSU. (ii) This Section 6(a)(ii) shall apply to the Participant only if the Participant is subject to Section 16 of the Securities Exchange Act of 1934 as of the date the relevant PSU first becomes includible in the gross income of the Participant for purposes of Tax Related Items. All Tax Related Items legally payable by the Participant in respect of the PSUs shall be satisfied by the Company and/or the Employer, as applicable, withholding a number of the Shares that would otherwise be delivered to the Participant upon the vesting or settlement of the PSUs with a Fair Market Value, determined as of the date of the relevant taxable event, the Grantee shall pay or make adequate arrangements satisfactory equal to the Corporation and/or the Employing Company to satisfy all withholding obligations of the Corporation and/or the Employing Company. In this regard, the Grantee authorizes the Corporation and/or the Employing Company, or their respective agents, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: (1) withholding from Grantee’s wages or other cash compensation paid to Grantee by the Corporation and/or the Employing Company; (2) withholding from proceeds of the sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting of the RSUs. To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding ratesamount that applies to the Participant, rounded up to the nearest whole share (“Net Settlement”). The Net Settlement mechanism described in this paragraph was approved by the Committee prior to the Date of Grant in a manner intended to constitute “approval in advance” by the Committee for purposes of Rule 16b3-(e) under the Securities Exchange Act of 1934, as amended. (iii) If the Taxobligation for Tax Related-Related Items are is satisfied by withholding in Shares issuable upon vesting of the RSUsShares, for tax purposes, the Grantee is Participant shall be deemed to have been issued the full number of Shares subject to issued upon vesting of the RSUs, PSUs notwithstanding that a number of the Shares are held back solely for the purpose of paying the TaxTax Related-Related Items. Finally, the Grantee shall pay to the Corporation or the Employing Company any amount of Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. The Grantee understands that no Shares or proceeds from the sale of Shares shall be delivered to Grantee, notwithstanding the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect thereto.

Withholding Taxes. Regardless of any action the Corporation Company or any Subsidiary employing the Employing Company Optionee (the “Employer”) takes with respect to any or all income tax, social securityprimary and secondary Class 1 National Insurance contributions, payroll tax, payment on account tax or other tax-related withholding attributable to or payable in connection with or pursuant to the grant, vesting, exercise, release or assignment of any Option (the “Tax-Related Items”), the Grantee Optionee acknowledges that the ultimate liability for all Tax-Tax Related Items associated with the Option is and remains his or her the Optionee’s responsibility and may exceed the amount withheld by the Corporation or the Employing Company. Furthermore, the Grantee acknowledges that the Corporation Company and/or the Employing Company Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the RSUsOption, including including, but not limited to, the grant, vesting, vesting or settlement exercise of the RSUs or Option, the subsequent sale of SharesShares acquired pursuant to such exercise and the receipt of any dividends or dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan Option to reduce or eliminate his or her the Optionee’s liability for Tax-Tax Related Items or to achieve any particular tax resultItems. Further, if the Grantee Optionee has become subject relocated to tax in more than one a different jurisdiction between the Date date of Grant grant and the date of any relevant taxable event, the Grantee Optionee acknowledges that the Corporation Company and/or the Employing Company Employer (or former Employing Companyemployer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to As a condition of the relevant taxable eventissuance of Shares upon exercise of the Option, the Grantee Company and/or the Employer shall pay be entitled to withhold and Optionee agrees to pay, or make adequate arrangements satisfactory to the Corporation Company and/or the Employing Company Employer (in its sole discretion) to satisfy satisfy, all withholding obligations of the Corporation Company and/or the Employing CompanyEmployer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, the Grantee Optionee authorizes the Corporation Company and/or the Employing CompanyEmployer, or their respective agents, at their in its sole discretion, to satisfy the obligations with regard to all applicable Tax-Tax Related Items legally payable by Optionee (with respect to the Option granted hereby as well as any equity awards previously received by the Optionee under any Company stock plan) by one or a combination of the following methodsfollowing: (1i) require the Optionee to pay Tax-Related Items in cash with a cashier’s check or certified check; (ii) withholding cash from Granteethe Optionee’s wages or other cash compensation paid payable to Grantee the Optionee by the Corporation Company and/or the Employing CompanyEmployer; (2iii) withholding from the proceeds of the a broker-dealer sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorizationand remittance procedure as described in Section 4(b) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise)above; or (3iv) withholding in Shares otherwise issuable to be issued upon vesting the Optionee, provided that the Company withholds only the amount of Shares necessary to satisfy the RSUs. To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts amount (or other applicable if there is no minimum statutory withholding rates. If amount, such amount as may be necessary to avoid adverse accounting treatment) using the Tax-Related Items are satisfied by withholding in Shares issuable upon vesting of the RSUs, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the RSUs, notwithstanding that a number Fair Market Value of the Shares are held back solely for on the purpose date of paying the Tax-Related Itemsrelevant taxable event. Finally, the Grantee Optionee shall pay to the Corporation Company or the Employing Company Employer any amount of Tax-Related Items due as a result of any aspect of that the Grantee’s participation in Company or the Plan. The Grantee understands that no Shares or proceeds from Employer may be required to account to HMRC with respect to the sale of Shares shall be delivered event giving rise to Grantee, notwithstanding the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items (the “Chargeable Event”) that cannot be satisfied by the means previously described. If payment or withholding is not made within 90 days of the Chargeable Event (the “Due Date”), Optionee agrees that the amount of any uncollected Tax-Related Items shall (assuming Optionee is not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended)), constitute a loan owed by Optionee to the Employer, effective on the Due Date. Optionee agrees that the loan will bear interest at the then-current HMRC Official Rate and it will be immediately due and repayable, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to above. If any of the foregoing methods of collection are not allowed under applicable laws or if Optionee fails to comply with respect theretoOptionee’s obligations in connection with the Tax-Related Items as described in this Section, the Company may refuse to honor the exercise and refuse to deliver the Shares acquired under the Plan. For the avoidance of doubt, in no event will the Company and/or the Employer withhold more than the minimum amount of Tax Related Items required by law (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment), nor shall any Optionee have the right to require the Company and/or the Employer to withhold more than such amount.

Withholding Taxes. (a) Regardless of any action the Corporation or Company and/or the Employing Company Employer, if different, takes with respect to any or all income taxtax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social securityinsurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Grantee Participant acknowledges that the ultimate liability for all Tax-Related Items legally applicable to the Participant is and remains his or her the Participant’s responsibility and may exceed the amount actually withheld by the Corporation Company or the Employing CompanyEmployer. Furthermore, the Grantee The Participant further acknowledges that the Corporation and/or Company and the Employing Company Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant, vesting, or settlement grant of the RSUs or RSUs, the vesting of the RSUs, the subsequent sale of Sharesany Shares acquired pursuant to the RSUs and the receipt of any dividends; and (bii) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan RSUs to reduce or eliminate his or her the Participant’s liability for Tax-Related Items or to achieve any particular tax result. Further, if the Grantee has become Participant becomes subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee Participant acknowledges that the Corporation Company and/or the Employing Company (or former Employing Company, as applicable) Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to the any relevant taxable or tax withholding event, as applicable, the Grantee shall Participant will pay or make adequate arrangements satisfactory to the Corporation and/or the Employing Company to satisfy all withholding obligations of the Corporation and/or the Employing CompanyTax-Related Items. In this regard, the Grantee Participant authorizes the Corporation Company and/or the Employing CompanyEmployer, or their respective agents, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: methods set forth below: (1i) withholding the Company may withhold a sufficient number of whole Shares otherwise issuable upon the vesting of the RSUs that have an aggregate Fair Market Value (as defined under the Plan) sufficient to pay the minimum Tax-Related Items required to be withheld with respect to the Shares. The cash equivalent of the Shares withheld will be used to settle the obligation to withhold the Tax-Related Items (determined by reference to the closing price of the Common Stock on the New York Stock Exchange on the applicable vesting date). (ii) the Company may, in its discretion, withhold any amount necessary to pay the Tax-Related Items from Granteethe Participant’s wages salary or other cash compensation paid amounts payable to Grantee by the Corporation and/or Participant; or (iii) the Employing Company; (2) withholding Company may withhold from proceeds of the sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation Company (on Granteethe Participant’s behalf pursuant to this authorization) ). In the event the withholding requirements are not satisfied through such means as the Corporation may determine in its sole discretion (whether withholding of Shares or through a broker the Participant’s salary or otherwise); or (3) withholding in other amounts payable to the Participant, no Shares to will be issued upon vesting of the RSUs. To avoid negative accounting treatment, RSUs unless and until satisfactory arrangements (as determined by the Corporation may withhold or account for Compensation Committee of the Board of Directors) have been made by the Participant with respect to the payment of any Tax-Related Items by considering applicable minimum statutory which the Company and/or the Employer determine, in each of its sole discretion, must be withheld or collected with respect to such RSUs. No fractional Shares will be withheld or issued pursuant to the grant of the RSUs and the issuance of Shares hereunder. By accepting this grant of RSUs, the Participant expressly consents to the withholding amounts or of Shares and/or cash as provided for hereunder. All other applicable withholding rates. If the Tax-Related Items are satisfied by withholding in Shares issuable upon vesting of the RSUs, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject related to the RSUs, notwithstanding that a number of RSUs and any Shares delivered in payment thereof are the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall pay to the Corporation or the Employing Company any amount of Tax-Related Items due as a result of any aspect of the GranteeParticipant’s participation in the Plan. The Grantee understands that no Shares or proceeds from the sale of Shares shall be delivered to Grantee, notwithstanding the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect theretosole responsibility.

Withholding Taxes. Regardless The Participant acknowledges that regardless of any action taken by the Corporation or Company or, if different, the Employing Company takes with respect to any or Employer, the ultimate liability for all income tax, social securityinsurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Participant’s participation in the Plan and legally applicable to the Participant or deemed by the Company or the Employer, in their discretion, to be an appropriate charge to the Participant even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items ) is and remains his or her responsibility and may exceed the amount amount, if any, actually withheld by the Corporation Company or the Employing CompanyEmployer. Furthermore, the Grantee The Participant further acknowledges that the Corporation Company and/or the Employing Company Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsLTI Grant, including the grantvesting or payment of any Award relating to the LTI Grant, vestingthe receipt of any dividends or cash payments in lieu of dividends, or settlement of the RSUs or the subsequent sale of Sharesshares of Common Stock; and (b) do not commit to and are under no obligation to structure the terms of the grant of the RSUs LTI Xxxxx or any aspect of the GranteeParticipant’s participation in the Plan to reduce or eliminate his or her liability for Tax-Related Items or to achieve any particular tax result. Further, if the Grantee has become Participant becomes subject to tax any Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable eventjurisdiction, the Grantee Participant acknowledges that the Corporation Company and/or the Employing Company Employer (or former Employing Companyemployer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable event, the Grantee shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employing The Company to satisfy all withholding obligations of the Corporation and/or the Employing Company. In this regard, the Grantee authorizes the Corporation and/or the Employing Company, or their respective agents, at their discretion, is authorized to satisfy the withholding for any or all Tax-Related Items arising from the vesting or payment of any Award relating to the LTI Grant or sale of shares of Common Stock issued pursuant to the Award, as the case may be, by deducting the number of shares of Common Stock having an aggregate value equal to the amount of Tax-Related Items withholding due from the LTI Award Payout or otherwise becoming subject to current taxation. If the Company satisfies the Tax-Related Items obligation by withholding a number of shares of Common Stock as described herein, for tax purposes, the Participant will be deemed to have been issued the full number of shares of Common Stock due to the Participant at vesting, notwithstanding that a number of shares of Common Stock is held back solely for the purpose of such Tax-Related Items withholding. The Company is also authorized to satisfy the actual Tax-Related Items arising from the vesting or payment of any Award relating to the LTI Grant, the sale of shares of Common Stock issued pursuant to the Award or hypothetical withholding tax amounts if the Participant is covered under a Company tax equalization policy, as the case may be, by the remittance of the required amounts from any proceeds realized upon the open-market sale of the Common Stock received by the Participant. Such open-market sale is on the Participant’s behalf and at the Participant’s direction pursuant to this authorization without further consent. Furthermore, the Company and/or the Employer are authorized to satisfy any withholding obligations with regard to all applicable Tax-Related Items arising from the vesting or payment of any Award relating to the LTI Xxxxx, or sale of shares issued pursuant to the Award, as the case may be, by one or a combination of the following methods: (1) withholding from Granteethe Participant’s wages or other cash compensation paid to Grantee the Participant by the Corporation Company and/or the Employing Company; (2) withholding Employer. Shares of Common Stock deducted from proceeds the LTI Award Payout in satisfaction of any Tax-Related Items shall be valued at the Fair Market Value of the sale of Shares issued upon vesting Common Stock received in payment of the RSUs either through Award on the date as of which the amount giving rise to the withholding requirement first became includible in the gross income of the Participant under applicable tax laws. If the Participant is covered by a voluntary sale Company tax equalization policy, the Participant also agrees to pay to the Company any additional hypothetical tax obligation calculated and paid under the terms and conditions of such tax equalization policy. Finally, the Participant shall pay to the Company or through the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a mandatory sale arranged result of his or her participation in the Plan that cannot be satisfied by the Corporation (on Grantee’s behalf pursuant means previously described. The Company may refuse to this authorizationissue or deliver the Common Stock if the Participant fails to comply with his or her Tax-Related Items obligations. If the Participant is subject to the short-swing profit rules of Section 16(b) through such means as of the Corporation Exchange Act, the Company will deduct the number of shares of Common Stock having an aggregate value equal to the amount of Tax-Related Items due from the LTI Award Payout, or the Committee may determine in its sole discretion (whether through that a broker or otherwise); or (3) withholding in Shares particular method be used to be issued upon vesting of the RSUssatisfy any Tax Related Items. To avoid negative accounting treatment, the Corporation The Company may withhold or account for Tax-Related Items and any hypothetical taxes by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates in the Participant’s jurisdiction(s), including minimum or maximum applicable withholding rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent shares of Common Stock or, if not refunded, the Participant may be able to seek a refund from the applicable tax authorities. If In the event of under-withholding, the Participant may be required to pay any additional Tax-Related Items are satisfied by withholding in Shares issuable upon vesting of the RSUs, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject directly to the RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall pay applicable tax authority or to the Corporation or Company and/or the Employing Company any amount of Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. The Grantee understands that no Shares or proceeds from the sale of Shares shall be delivered to Grantee, notwithstanding the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect theretoEmployer.

Withholding Taxes. Regardless Employee acknowledges that, regardless of any action taken by Newmont or, if different, his or her employer (the Corporation or “Employer”), the Employing Company takes with respect to any or ultimate liability for all income tax, social securityinsurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to Employee's participation in the Plan and legally applicable to him or her (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items ) is and remains his or her responsibility and may exceed the amount actually withheld by the Corporation Newmont or the Employing CompanyEmployer. Furthermore, the Grantee Employee further acknowledges that the Corporation Newmont and/or the Employing Company Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsRSU, including including, but not limited to, the grant, vesting, vesting or settlement of the RSUs or RSU, the subsequent sale of Sharesshares of Common Stock acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (b2) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan RSU to reduce or eliminate his or her liability for Tax-Related Items or to achieve any particular tax result. Further, if the Grantee has become Employee is subject to tax Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable eventjurisdiction, the Grantee he or she acknowledges that the Corporation Newmont and/or the Employing Company Employer (or former Employing Companyemployer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the any relevant taxable or tax withholding event, the Grantee shall pay or as applicable, Employee agrees to make adequate arrangements satisfactory to the Corporation Newmont and/or the Employing Company Employer to satisfy all withholding obligations of the Corporation and/or the Employing CompanyTax-Related Items. In this regard, the Grantee Employee authorizes the Corporation and/or the Employing Company, Newmont or their respective agents, at their discretion, its agent to satisfy the any applicable withholding obligations with regard to all Tax-Related Items by withholding a number of whole shares of Common Stock to be issued upon settlement of the RSU having a fair market value on the applicable vesting date (or other applicable date on which the Tax-Related Items arise) not in excess of the amount of such Tax-Related Items. If Newmont determines in its discretion that withholding in shares of Common Stock is not permissible or advisable under applicable local law, Newmont may satisfy its obligations for Tax-Related Items by one or a combination of the following methods: following: (1a) withholding from GranteeEmployee’s wages or other cash compensation paid to Grantee Employee by the Corporation Newmont and/or the Employing CompanyEmployer; or (2b) withholding from proceeds of the sale of Shares issued shares of Common Stock acquired upon vesting vesting/settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation Newmont (on GranteeEmployee’s behalf pursuant to this authorization) through such means as ). Provided, however, that if Employee is a Section 16 officer of Newmont under the Corporation may determine Exchange Act, then Newmont will withhold by deducting from the shares of Common Stock otherwise deliverable to Employee in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting settlement of the RSUs. To avoid negative RSUs a number of whole shares of Common Stock having a fair market value on the date that the withholding for the Tax-Related Items is determined) not in excess of the amount of such Tax-Related Items, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting treatmentconsequences, in which case, the Corporation obligation for Tax-Related Items will be satisfied pursuant to (b) above. Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding ratesrates in Employee’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Employee may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items are is satisfied by withholding in Shares issuable upon vesting shares of the RSUsCommon Stock, for tax purposes, the Grantee Employee is deemed to have been issued the full number of Shares shares of Common Stock subject to the RSUsvested RSU, notwithstanding that a number of the Shares shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Notwithstanding anything in this Section 5 to the contrary, to avoid a prohibited distribution under Section 409A of the Code, if shares of Common Stock underlying the RSUs will be withheld (or sold on Employee’s behalf) to satisfy any Tax-Related Items arising prior to the date of settlement of the RSUs for any portion of the RSUs that is considered nonqualified deferred compensation subject to Code Section 409A, then the number of shares of Common Stock withheld (or sold on Employee’s behalf) shall not exceed the number of shares of Common Stock that equals the liability for the Tax-Related Items. Finally, the Grantee shall Employee agrees to pay to the Corporation Newmont or the Employing Company Employer, any amount of Tax-Related Items due that Newmont or the Employer may be required to withhold or account for as a result of any aspect of the Grantee’s his or her participation in the PlanPlan that cannot be satisfied by the means previously described. The Grantee understands that no Shares Newmont may refuse to issue or deliver the shares or the proceeds from of the sale of Shares shall be delivered shares of Common Stock, if Employee fails to Grantee, notwithstanding comply with his or her obligations in connection with the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect theretoItems.

Withholding Taxes. Regardless of any action the Corporation Company or any Subsidiary employing the Employing Company Participant (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social securityinsurance, payroll tax, payment on account or other tax-tax related withholding items (“Tax-Tax Related Items”), the Grantee Participant acknowledges that the ultimate liability for all Tax-Tax Related Items associated with the Restricted Shares is and remains his or her the Participant’s responsibility and may exceed the amount withheld by the Corporation or the Employing Company. Furthermore, the Grantee acknowledges that the Corporation and/or Company and the Employing Company Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the RSUsRestricted Shares, including including, but not limited to, the grant, vesting, grant or settlement vesting of the RSUs or Restricted Shares, the delivery of the Shares, lapse of the transfer restrictions, the subsequent sale of SharesShares delivered at vesting and the receipt of any dividends or dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan Restricted Stock Grant to reduce or eliminate his or her the Participant’s liability for Tax-Tax Related Items or to achieve any particular tax resultItems. Further, if the Grantee has become Participant is subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable eventjurisdiction, the Grantee Participant acknowledges that the Corporation Company and/or the Employing Company Employer (or former Employing Companyemployer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable event, the Grantee Participant shall pay or make adequate arrangements satisfactory to the Corporation Company and/or the Employing Company Employer (in its sole discretion) to satisfy all withholding and payment on account obligations for Tax Related Items of the Corporation Company and/or the Employing CompanyEmployer. In this regard, the Grantee Participant authorizes the Corporation and/or Company and the Employing CompanyEmployer, or their respective agentseither of them, at their in such entity’s sole discretion, to satisfy the obligations with regard to all applicable Tax-Tax Related Items legally payable by the Participant (with respect to the award granted hereunder as well as any equity awards previously received by the Participant under any Company stock plan) by one or a combination of the following methodsfollowing: (1i) requiring the Participant to pay Tax-Related Items in cash with a cashier’s check or certified check or by wire transfer of immediately available funds; (ii) withholding cash from Granteethe Participant’s wages or other cash compensation paid payable to Grantee the Participant by the Corporation Company and/or the Employing CompanyEmployer; (2iii) arranging for the sale of Shares otherwise deliverable to the Participant upon vesting of the Restricted Shares (on Participant’s behalf and at Participant’s direction pursuant to this authorization), including the sale of Shares prior to such scheduled delivery date; (iv) withholding from the proceeds of the sale of Shares issued acquired upon vesting delivery of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise)Restricted Shares; or (3v) withholding in Shares otherwise deliverable to be issued upon vesting the Participant, provided that the Company withholds only the amount of Shares necessary to satisfy the RSUs. To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts amount (or such other amount that will not cause avoid adverse accounting consequences for the Company and is permitted under applicable withholding rates. If rules promulgated by the Tax-Related Items are satisfied by withholding in Shares issuable upon vesting of Internal Revenue Service or another applicable governmental entity) using the RSUs, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the RSUs, notwithstanding that a number Fair Market Value of the Shares are held back solely for on the purpose date of paying the Tax-Related Itemsrelevant taxable event. Finally, the Grantee Participant shall pay to the Corporation Company or the Employing Company Employer any amount of Tax-Tax Related Items due that the Company or the Employer may be required to withhold as a result of any aspect of the GranteeParticipant’s participation in the PlanPlan that are not satisfied by any of the means previously described. The Grantee understands that no Company may refuse to deliver the Shares or proceeds from to the sale of Shares shall be delivered Participant if the Participant fails to Grantee, notwithstanding comply with Participant’s obligations in connection with the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Tax Related Items with respect theretoas described in this Section.

Withholding Taxes. Regardless (a) Optionee acknowledges that, regardless of any action the Corporation Company or the Employing Company takes any Related Entity may take with respect to any or all income taxWithholding Taxes related to the Option, social security, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items such Withholding Taxes legally due by Optionee is and remains his or her Optionee’s responsibility and may exceed the amount amount, if any, actually withheld by the Corporation Company or the Employing Companyany Related Entity. Furthermore, the Grantee Optionee further acknowledges that the Corporation and/or the Employing Company and any Related Entity (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items Withholding Taxes in connection with any aspect of the RSUsOption, including the grant, vesting, vesting or settlement exercise of the RSUs or Option, the subsequent sale of any Option Shares and the receipt of any dividends on those Shares; and (bii) do not commit to to, and are under no obligation to to, structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan Option to reduce or eliminate his or her Optionee’s liability for Tax-Related Items Withholding Taxes or to achieve any particular tax result. Further, if the Grantee Optionee has become subject to tax Withholding Taxes in more than one jurisdiction between the Date of Grant and the date of any relevant taxable eventjurisdiction, the Grantee Optionee acknowledges that the Corporation and/or the Employing Company (or former Employing Company, as applicable) any Related Entity may be required to withhold or account for Tax-Related Items Withholding Taxes in more than one jurisdiction. . (b) Prior to the any relevant taxable event, the Grantee shall pay or Optionee agrees to make adequate arrangements satisfactory to the Corporation and/or the Employing Company or a Related Entity to satisfy all withholding obligations of the Corporation and/or the Employing CompanyWithholding Taxes. In this regard, the Grantee Optionee authorizes the Corporation and/or the Employing CompanyCompany or Related Entity, or their respective agents, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items Withholding Taxes by one or a combination of the following methods: following: (1i) Withholding of Shares otherwise deliverable upon exercise of the Option; (ii) withholding from Grantee’s wages any cash compensation or other cash compensation remuneration paid to Grantee Optionee by the Corporation and/or Company or Related Entity; or (iii) payment through a broker-dealer sale and remittance procedure in accordance with Section 7(d) of the Employing Company; (2) withholding from Plan. The Company may refuse to issue or deliver the purchased Option Shares or the proceeds of the sale of Shares issued upon vesting of shares, if Optionee fails to comply with Optionee’s obligations in connection with the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting of the RSUs. To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Tax-Related Items are satisfied by withholding in Shares issuable upon vesting of the RSUs, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall pay to the Corporation or the Employing Company any amount of Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. The Grantee understands that no Shares or proceeds from the sale of Shares shall be delivered to Grantee, notwithstanding the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect theretoWithholding Taxes.

Withholding Taxes. Regardless of any action the Corporation or Company and/or the Employing Optionee’s actual employer, if the Company is not the Optionee’s employer (collectively, the “Company”), takes with respect to any or all income tax, social security, payroll tax, payment on account or other tax-related withholding items related to the Optionee’s participation in the Plan and legally applicable to him or her (“Tax-Related Items”), the Grantee Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains his or her the Optionee’s responsibility and may exceed the amount actually withheld by the Corporation or the Employing Company. Furthermore, the Grantee The Optionee further acknowledges that the Corporation and/or the Employing Company (ai) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsthis Option, including including, without limitation, the grant, vestingvesting or exercise of this Option, or settlement the issuance of the RSUs or Shares upon exercise of this Option, the subsequent sale of SharesShares acquired pursuant to such issuance and the receipt of any dividends; and (bii) do does not commit to and are is under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan Option to reduce or eliminate his or her the Optionee’s liability for Tax-Related Items or to achieve any particular tax result. FurtherFurthermore, if the Grantee Optionee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Grantee Optionee acknowledges that the Corporation and/or the Employing Company (or former Employing Company, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the any relevant taxable or tax withholding event, as applicable, the Grantee shall Optionee will pay or make adequate arrangements satisfactory to the Corporation and/or the Employing Company to satisfy all withholding obligations of the Corporation and/or the Employing CompanyTax-Related Items. In this regard, the Grantee Optionee authorizes the Corporation and/or the Employing Company, or their respective its agents, at their its discretion, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: following: (1a) withholding from Granteethe Optionee’s wages or other cash compensation paid to Grantee the Optionee by the Corporation and/or the Employing Company; or (2b) withholding from proceeds of the sale of Exercised Shares issued acquired upon vesting of the RSUs exercise, either through a voluntary sale or through a mandatory sale arranged by the Corporation Company (on Granteethe Optionee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or or (3c) withholding in the Exercised Shares to be issued upon vesting exercise of the RSUsthis Option. To avoid negative accounting treatment, the Corporation Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items are is satisfied by withholding in Shares issuable upon vesting of Shares, the RSUsOptionee is deemed, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the RSUsExercised Shares, notwithstanding that a number of the some Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall pay to the Corporation or the Employing Company any amount of Tax-Related Items due as a result of any aspect of the GranteeOptionee’s participation in the Plan. Finally, the Optionee shall pay to the Company any amount of Tax-Related Items that the Company may be required to withhold or account for as a result of the Optionee’s participation in the Plan, which amount cannot be satisfied by the means previously described. The Grantee understands that no Company may refuse to issue or deliver Shares or the proceeds from of the sale of Shares shall be delivered if the Optionee fails to Grantee, notwithstanding comply with his or her obligations in connection with the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect theretoItems.

Withholding Taxes. Regardless of any action the Corporation Xxxxx or the Employing Company your Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, social security, payroll fringe benefit tax, payment on account or other tax-related withholding (“"Tax-Related Items”"), the Grantee acknowledges you acknowledge and agree that the ultimate liability for all Tax-Related Items legally due by you is and remains his or her your responsibility and may exceed the amount withheld by the Corporation or the Employing Company. Furthermore, the Grantee acknowledges that the Corporation and/or the Employing Company Tyson and your Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsAward, including the grant, vesting, or settlement grant of the RSUs or Award, the vesting of the Award, the subsequent sale of Shares; any shares of Stock acquired pursuant to the Award and the receipt of any dividends or dividend equivalents and (bii) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan Award to reduce or eliminate his or her your liability for Tax-Related Items Items. Prior to the delivery of shares of Stock (or to achieve any particular tax result. Furthercash) upon the vesting of the Award, if your country of residence (and country of employment, if different) requires withholding of Tax-Related Items, Tyson shall withhold a sufficient number of whole shares of Stock otherwise issuable upon the Grantee has become vesting of the Award that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld with respect to the shares of Stock or the cash equivalent. Depending on the withholding method specified in the Plan, Tyson may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable withholding rates, including maximum applicable rates. The cash equivalent of the shares of Stock withheld will be used to settle the obligation to withhold the Tax-Related Items. In the event that the withholding of shares of Stock is prohibited under applicable law or otherwise may trigger adverse consequences to Tyson or your Employer, Tyson and your Employer may withhold the Tax-Related Items required to be withheld with respect to the shares of Stock in cash from your regular salary and/or wages or any other amounts payable to you, or may require you to personally make payment of the Tax-Related Items required to be withheld. In the event the withholding requirements are not satisfied through the withholding of shares of Stock by Tyson or through the withholding of cash from your regular salary and/or wages or other amounts payable to you, no shares of Stock will be issued to you (or your estate) upon vesting of the Award unless and until satisfactory arrangements (as determined by the Committee) have been made by you with respect to the payment of any Tax-Related Items that Tyson or your Employer determines, in its sole discretion, must be withheld or collected with respect to such Award. If the obligation for your Tax-Related Items is satisfied by withholding a number of shares of Stock as described herein, you shall be deemed to have been issued the full number of shares of Stock issuable upon vesting, notwithstanding that a number of the shares of Stock is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the Award. You will pay to Tyson or your Employer any amount of Tax-Related Items that Tyson or your Employer may be required to withhold as a result of your participation in the Plan or your acquisition of shares of Stock that cannot be satisfied by the means described herein. Tyson may refuse to deliver any shares of Stock due upon vesting of the Award if you fail to comply with your obligations in connection with the Tax-Related Items as described herein. If you are subject to tax taxation in more than one jurisdiction between the Date country, you acknowledge that Tyson, your Employer or one or more of Grant and the date of any relevant taxable event, the Grantee acknowledges that the Corporation and/or the Employing Company (or former Employing Company, as applicable) their respective Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdictioncountry. Prior You hereby consent to any action reasonably taken by Tyson and your Employer to meet your obligation for Tax-Related Items. By accepting this Award, you expressly consent to the relevant taxable event, the Grantee shall pay withholding of shares of Stock and/or withholding from your regular salary and/or wages or make adequate arrangements satisfactory other amounts payable to the Corporation and/or the Employing Company to satisfy all withholding obligations of the Corporation and/or the Employing Companyyou as provided for hereunder. In this regard, the Grantee authorizes the Corporation and/or the Employing Company, or their respective agents, at their discretion, to satisfy the obligations with regard to all applicable All other Tax-Related Items by one or a combination related to the Award and any shares of Stock delivered in payment thereof shall be your sole responsibility; provided, however, if you are subject to Section 16 of the following methods: (1) withholding from Grantee’s wages or other cash compensation paid to Grantee by Exchange Act on the Corporation and/or the Employing Company; (2) withholding from proceeds of the sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting of the RSUs. To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If date the Tax-Related Items are satisfied by withholding in Shares issuable upon vesting of the RSUs, for tax purposesdue, the Grantee is deemed to have been issued Committee shall determine the full number of Shares subject to the RSUs, notwithstanding that a number of the Shares are held back solely method for the purpose of paying the Tax-Related Items. Finally, the Grantee shall pay to the Corporation or the Employing Company any amount of Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. The Grantee understands that no Shares or proceeds from the sale of Shares shall be delivered to Grantee, notwithstanding the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect theretowithholding taxes.

Withholding Taxes. Regardless of any action the Corporation Company or any Subsidiary employing the Employing Company Participant (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social securityinsurance, payroll tax, payment on account or other tax-tax related withholding items (“Tax-Tax Related Items”), the Grantee Participant acknowledges that the ultimate liability for all Tax-Tax Related Items associated with the RSUs is and remains his or her the Participant’s responsibility and may exceed the amount withheld by the Corporation or the Employing Company. Furthermore, the Grantee acknowledges that the Corporation and/or Company and the Employing Company Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the RSUs, including including, but not limited to, the grant, vesting, grant or settlement vesting of the RSUs or RSUs, the delivery of the Shares, the subsequent sale of SharesShares acquired at vesting and the receipt of any dividends or dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan RSUs to reduce or eliminate his or her the Participant’s liability for Tax-Tax Related Items or to achieve any particular tax resultItems. Further, if the Grantee has become Participant is subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable eventjurisdiction, the Grantee Participant acknowledges that the Corporation Company and/or the Employing Company Employer (or former Employing Companyemployer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable event, the Grantee Participant shall pay or make adequate arrangements satisfactory to the Corporation Company and/or the Employing Company Employer (in its sole discretion) to satisfy all withholding and payment on account obligations for Tax Related Items of the Corporation Company and/or the Employing CompanyEmployer. In this regard, the Grantee Participant authorizes the Corporation and/or Company and the Employing CompanyEmployer, or their respective agentseither of them, at their in such entity’s sole discretion, to satisfy the obligations with regard to all applicable Tax-Tax Related Items legally payable by the Participant (with respect to the award granted hereunder as well as any equity awards previously received by the Participant under any Company stock plan) by one or a combination of the following methodsfollowing: (1i) requiring the Participant to pay Tax-Related Items in cash with a cashier’s check or certified check or by wire transfer of immediately available funds; (ii) withholding cash from Granteethe Participant’s wages or other cash compensation paid payable to Grantee the Participant by the Corporation Company and/or the Employing CompanyEmployer; (2iii) arranging for the sale of Shares otherwise issuable to the Participant upon payment on the RSUs (on Participant’s behalf and at Participant’s direction pursuant to this authorization), including the sale of Shares prior to such scheduled payment date; (iv) withholding from the proceeds of the sale of Shares issued acquired upon vesting of payment on the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise)RSUs; or (3v) withholding in Shares otherwise issuable to be issued upon vesting the Participant, provided that the Company withholds only the amount of Shares necessary to satisfy the RSUs. To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts amount (or other applicable if there is no minimum statutory withholding rates. If amount, such amount as may be necessary to avoid adverse accounting treatment) using the Tax-Related Items are satisfied by withholding in Shares issuable upon vesting of the RSUs, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the RSUs, notwithstanding that a number Fair Market Value of the Shares are held back solely for on the purpose date of paying the Tax-Related Itemsrelevant taxable event. Finally, the Grantee Participant shall pay to the Corporation Company or the Employing Company Employer any amount of Tax-Tax Related Items due that the Company or the Employer may be required to withhold as a result of any aspect of the GranteeParticipant’s participation in the PlanPlan that are not satisfied by any of the means previously described. For the avoidance of doubt, in no event will the Company and/or Employer withhold more than the minimum amount of Tax Related Items required by law (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment), nor shall any Participant have the right to require the Company and/or Employer to withhold more than such amount. The Grantee understands that no Company may refuse to deliver the Shares or proceeds from to the sale of Shares shall be delivered Participant if the Participant fails to Grantee, notwithstanding comply with Participant’s obligations in connection with the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Tax Related Items with respect theretoas described in this Section.

Withholding Taxes. Regardless The Participant acknowledges that, regardless of any action taken by the Corporation or the Employing Company takes with respect to Company, the ultimate liability for any or all income tax, social security, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Grantee acknowledges that the ultimate or liability for all Tax-Related Items is and remains his or her responsibility and may exceed the amount withheld by the Corporation or the Employing Company. Furthermore, the Grantee acknowledges that the Corporation and/or the Employing Company (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant, vesting, or settlement of the RSUs or the subsequent sale of SharesShares (“Tax-Related Items”) is and remains his or her responsibility and may exceed the amount withheld by the Corporation or the Employing Company. Furthermore, the Participant acknowledges that the Corporation and/or the Employing Company (a) make no representations or undertakings regarding the treatment of any Tax-Related Items; and (b) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the GranteeParticipant’s participation in the Plan to reduce or eliminate his or her liability for Tax-Related Items or to achieve any particular tax result. Further, if the Grantee Participant has become subject to tax Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Grantee Participant acknowledges that the Corporation and/or the Employing Company (or former Employing Company, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable event, the Grantee Participant shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employing Company to satisfy all withholding obligations of the Corporation and/or the Employing CompanyTax-Related Items. In this regard, the Grantee Participant authorizes the Corporation and/or the Employing Company, or their respective agents, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: (1) withholding from GranteeParticipant’s wages or other cash compensation paid to Grantee Participant by the Corporation and/or the Employing Company; (2) withholding from proceeds of the sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on GranteeParticipant’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting of the RSUs. If the Corporation gives the Participant the power to choose the withholding method, and the Participant does not make a choice, then the Corporation will at its discretion withhold in Shares as stated in alternative (3) herein. To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Corporation withholds at a rate other than the minimum statutory rate, such as the maximum withholding rate, then the refund of any over-withheld amount shall be paid in cash and the Participant will have no entitlement to the Common Stock equivalent. If the Tax-Related Items are satisfied by withholding in Shares issuable upon vesting of the RSUs, for tax purposes, the Grantee Participant is deemed to have been issued the full number of Shares subject to the RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee Participant shall pay to the Corporation or the Employing Company Company, any amount of Tax-Related Items due as a result of any aspect of the GranteeParticipant’s participation in the Plan. The Grantee Participant understands that no Shares or proceeds from the sale of Shares shall be delivered to GranteeParticipant, notwithstanding the lapse of the restrictions on the RSUs, unless and until the Grantee Participant shall have satisfied any obligation for Tax-Related Items with respect thereto. Notwithstanding anything in this Section 12 to the contrary, if the RSUs are considered nonqualified deferred compensation subject to Section 409A, the fair market value of the Shares withheld together with the amount of cash withheld may not exceed the liability for Tax-Related Items.

Withholding Taxes. Regardless of any action the Corporation Company or Employee’s employer (the Employing Company “Employer”) takes with respect to any or all income tax, social securityinsurance, payroll tax, payment on account or other tax-related withholding items related to the Employee’s participation in the Plan and legally applicable to the Employee (“Tax-Related Items”), the Grantee Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee is and remains his or her the Employee’s responsibility and may exceed the amount actually withheld by the Corporation Company or the Employing CompanyEmployer. Furthermore, the Grantee Employee further acknowledges that the Corporation Company and/or the Employing Company Employer (a) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsPerformance Shares, including the grant, vesting, grant or settlement vesting of the RSUs or Performance Shares, the subsequent sale of SharesShares acquired under the Plan and the receipt of dividends, if any; and (b) do does not commit to and are is under no obligation to structure the terms of the grant of the RSUs Performance Shares or any aspect of the Grantee’s participation in the Plan Performance Shares to reduce or eliminate his or her the Employee’s liability for Tax-Related Items Items, or to achieve any particular tax result. Further, if the Grantee Employee has become subject to tax in more than one jurisdiction between the Date date of Grant grant and the date of any relevant taxable event, the Grantee Employee acknowledges that the Corporation Company and/or the Employing Company Employer (or former Employing Companyemployer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior No payment will be made to the relevant taxable event, Employee (or his or her estate) for the Grantee shall pay or make adequate Performance Shares unless and until satisfactory arrangements satisfactory (as determined by the Committee) have been made by the Employee with respect to the Corporation and/or the Employing Company to satisfy all withholding payment of any Tax-Related Items obligations of the Corporation Company and/or the Employing CompanyEmployer with respect to the Performance Shares. In this regard, the Grantee Employee authorizes the Corporation Company and/or the Employing CompanyEmployer, or their respective agents, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: following: (1a) withholding from GranteeEmployee’s wages or other cash compensation paid to Grantee Employee by the Corporation and/or Company or the Employing CompanyEmployer; or (2b) withholding from proceeds of the sale of Shares issued acquired upon vesting of the RSUs Performance Shares, either through a voluntary sale or through a mandatory sale arranged by the Corporation Company (on GranteeEmployee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or or (3c) withholding in Shares to be issued upon vesting settlement of the RSUsPerformance Shares; or (d) surrendering already-owned Shares having a Fair Market Value equal to the Tax-Related Items that have been held for such period of time to avoid adverse accounting consequences. To avoid negative accounting treatment, If the Corporation may withhold or account obligation for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Tax-Related Items are is satisfied by withholding in Shares issuable upon vesting of the RSUsShares, for tax purposes, the Grantee Employee is deemed to have been issued the full number of Shares subject to the RSUsPerformance Shares, notwithstanding that a number of the Shares are is held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of the Employee’s participation in the Plan. Finally, the Grantee The Employee shall pay to the Corporation Company or the Employing Company Employer any amount of Tax-Related Items due that the Company may be required to withhold or account for as a result of any aspect of the GranteeEmployee’s participation in the PlanPlan that cannot be satisfied by one or more of the means previously described in this paragraph 7. The Grantee understands Employee acknowledges and agrees that no the Company may refuse to issue or deliver the Shares or the proceeds from of the sale of Shares shall be delivered if Employee fails to Grantee, notwithstanding comply with his or her obligations in connection with the lapse Tax-Related Items. It is the Company’s current practice to withhold a portion of the restrictions Shares scheduled to be issued pursuant to vested Performance Shares that have an aggregate market value sufficient to pay the Tax-Related Items. The Company will only withhold whole Shares and therefore the Employee also authorizes deduction without notice from salary or other amounts payable to the Employee of cash in an amount sufficient to satisfy the Employer’s remaining tax withholding obligation. Notwithstanding the previous two sentences, the Employee, if the Company in its sole discretion so agrees, may elect to furnish to the Company written notice, no more than 30 days and no less than 5 days in advance of a scheduled Vesting Date (or other required withholding event), of his or her intent to satisfy the tax withholding requirement by remitting the full amount of the tax withholding to the Company on the RSUsscheduled Vesting Date (or other required withholding event). In the event that Employee provides such written notice and fails to satisfy the amounts required for the Tax-Related Items by the Vesting Date (or other required withholding event), unless and until the Grantee Company shall have satisfied any obligation satisfy the tax withholding requirement pursuant to the first two sentences of this paragraph. However, the Company reserves the right to withhold for Tax-Related Items with respect theretopursuant to any means set forth in this paragraph.

Withholding Taxes. Regardless of any action the Corporation Company or any Subsidiary employing the Employing Company Optionee (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social securityinsurance, payroll tax, payment on account or other tax-tax related withholding items (“Tax-Tax Related Items”), the Grantee Optionee acknowledges that the ultimate liability for all Tax-Tax Related Items associated with the Option is and remains his or her the Optionee’s responsibility and may exceed the amount withheld by the Corporation or the Employing Company. Furthermore, the Grantee acknowledges that the Corporation and/or Company and the Employing Company Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the RSUsOption, including including, but not limited to, the grant, vesting, vesting or settlement exercise of the RSUs or Option, the subsequent sale of SharesShares acquired pursuant to such exercise and the receipt of any dividends or dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan Option to reduce or eliminate his or her the Optionee’s liability for Tax-Tax Related Items or to achieve any particular tax resultItems. Further, if the Grantee has become Optionee is subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable eventjurisdiction, the Grantee Optionee acknowledges that the Corporation Company and/or the Employing Company Employer (or former Employing Companyemployer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable event, the Grantee Optionee shall pay or make adequate arrangements satisfactory to the Corporation Company and/or the Employing Company Employer (in its sole discretion) to satisfy all withholding and payment on account obligations for Tax Related Items of the Corporation Company and/or the Employing CompanyEmployer. In this regard, the Grantee Optionee authorizes the Corporation and/or Company and the Employing CompanyEmployer, or their respective agentseither of them, at their in such entity’s sole discretion, to satisfy the obligations with regard to all applicable Tax-Tax Related Items legally payable by the Optionee (with respect to the Option granted hereunder as well as any equity awards previously received by the Optionee under any Company stock plan) by one or a combination of the following methodsfollowing: (1i) requiring the Optionee to pay Tax-Related Items in cash with a cashier’s check or certified check or by wire transfer of immediately available funds; (ii) withholding cash from Granteethe Optionee’s wages or other cash compensation paid payable to Grantee the Optionee by the Corporation Company and/or the Employing CompanyEmployer; (2iii) accepting from the Optionee the delivery of unencumbered Shares; (iv) withholding from the proceeds of the a broker-dealer sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorizationand remittance procedure as described in Section 4(b) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise)above; or (3v) withholding in Shares otherwise issuable to be issued upon vesting the Optionee, provided that the Company withholds only the amount of Shares necessary to satisfy the RSUs. To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts amount (or other applicable if there is no minimum statutory withholding rates. If amount, such amount as may be necessary to avoid adverse accounting treatment) using the Tax-Related Items are satisfied by withholding in Shares issuable upon vesting of the RSUs, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the RSUs, notwithstanding that a number Fair Market Value of the Shares are held back solely for on the purpose date of paying the Tax-Related Itemsrelevant taxable event. Finally, the Grantee Optionee shall pay to the Corporation Company or the Employing Company Employer any amount of Tax-Tax Related Items due that the Company or the Employer may be required to withhold as a result of any aspect of the GranteeOptionee’s participation in the PlanPlan or the Optionee’s purchase of Shares that are not satisfied by any of the means previously described. For the avoidance of doubt, in no event will the Company and/or the Employer withhold more than the minimum amount of Tax Related Items required by law (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment), nor shall any Optionee have the right to require the Company and/or the Employer to withhold more than such amount. The Grantee understands that no Company may refuse to honor the exercise and refuse to deliver the Shares or proceeds from to the sale of Shares shall be delivered Optionee if the Optionee fails to Grantee, notwithstanding comply with Optionee’s obligations in connection with the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Tax Related Items with respect theretoas described in this Section.

Withholding Taxes. Regardless (a) Optionee acknowledges that, regardless of any action the Corporation or the Employing Company takes and/or any Related Entity take with respect to any or all income taxWithholding Taxes, social security, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items Withholding Taxes legally due by Optionee is and remains his or her Optionee’s responsibility and may exceed the amount amount, if any, actually withheld by the Corporation Company or the Employing Companyany Related Entity. Furthermore, the Grantee Optionee further acknowledges that the Corporation Company and/or the Employing Company any Related Entity (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items Withholding Taxes in connection with any aspect of the RSUsoption, including the grant, vesting, vesting or settlement exercise of the RSUs or options, the subsequent sale of Sharesany Option Shares and the receipt of any dividends; and (bii) do not commit to to, and are under no obligation to to, structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan option to reduce or eliminate his or her Optionee’s liability for Tax-Related Items Withholding Taxes or to achieve any particular tax result. Further, if the Grantee Optionee has become subject to tax Withholding Taxes in more than one jurisdiction between the Date of Grant and the date of any relevant taxable eventjurisdiction, the Grantee Optionee acknowledges that the Corporation Company and/or the Employing Company (or former Employing Company, as applicable) any Related Entity may be required to withhold or account for Tax-Related Items Withholding Taxes in more than one jurisdiction. . (b) Prior to the any relevant taxable or tax withholding event, the Grantee as applicable, Optionee shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employing Company to satisfy all withholding obligations Withholding Taxes, including (without limitation) Optionee’s delivery of a check payable to the order of the Corporation and/or Company in the Employing Companyamount of such Withholding Taxes or a wire transfer from Optionee of sufficient funds to the Company to cover the amount of such Withholding Taxes. In this regard, the Grantee Optionee authorizes the Corporation and/or the Employing Company, or their respective its agents, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items Withholding Taxes by one or a combination of the following methods: following: (1i) withholding from Grantee’s wages any cash compensation or other cash compensation remuneration paid to Grantee Optionee by the Corporation and/or the Employing Company; or (2ii) withholding from the proceeds of the sale by Optionee of all or a portion of the Option Shares effected in a manner similar to the sale and remittance procedure described in Paragraph 9(a)(ii)(B) of this Agreement. The Company may refuse to issue or deliver the purchased Option Shares or the proceeds of the sale of Shares issued upon vesting of shares, if Optionee fails to comply with Optionee’s obligations in connection with the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting of the RSUs. To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Tax-Related Items are satisfied by withholding in Shares issuable upon vesting of the RSUs, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall pay to the Corporation or the Employing Company any amount of Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. The Grantee understands that no Shares or proceeds from the sale of Shares shall be delivered to Grantee, notwithstanding the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect theretoWithholding Taxes.

Withholding Taxes. Regardless The Participant acknowledges that regardless of any action taken by the Corporation or Company or, if different, the Employing Company takes with respect to any or Employer, the ultimate liability for all income tax, social securityinsurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Participant’s participation in the Plan and legally applicable to the Participant or deemed by the Company or the Employer, in their discretion, to be an appropriate charge to the Participant even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items ) is and remains his or her responsibility and may exceed the amount amount, if any, actually withheld by the Corporation Company or the Employing CompanyEmployer. Furthermore, the Grantee The Participant further acknowledges that the Corporation Company and/or the Employing Company Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsLTI Grant, including the grantvesting or payment of any Award relating to the LTI Grant, vestingthe receipt of any dividends or cash payments in lieu of dividends, or settlement of the RSUs or the subsequent sale of Sharesshares of Common Stock; and (b) do not commit to and are under no obligation to structure the terms of the grant of the RSUs LTI Grant or any aspect of the GranteeParticipant’s participation in the Plan to reduce or eliminate his or her liability for Tax-Related Items or to achieve any particular tax result. Further, if the Grantee has become Participant becomes subject to tax any Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable eventjurisdiction, the Grantee Participant acknowledges that the Corporation Company and/or the Employing Company Employer (or former Employing Companyemployer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable event, the Grantee shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employing The Company to satisfy all withholding obligations of the Corporation and/or the Employing Company. In this regard, the Grantee authorizes the Corporation and/or the Employing Company, or their respective agents, at their discretion, is authorized to satisfy the withholding for any or all Tax-Related Items arising from the vesting or payment of any Award relating to the LTI Grant or sale of shares of Common Stock issued pursuant to the Award, as the case may be, by deducting the number of shares of Common Stock having an aggregate value equal to the amount of Tax-Related Items withholding due from the LTI Award Payout or otherwise becoming subject to current taxation. If the Company satisfies the Tax-Related Items obligation by withholding a number of shares of Common Stock as described herein, for tax purposes, the Participant will be deemed to have been issued the full number of shares of Common Stock due to the Participant at vesting, notwithstanding that a number of shares of Common Stock is held back solely for the purpose of such Tax-Related Items withholding. The Company is also authorized to satisfy the actual Tax-Related Items arising from the vesting or payment of any Award relating to the LTI Grant, the sale of shares of Common Stock issued pursuant to the Award or hypothetical withholding tax amounts if the Participant is covered under a Company tax equalization policy, as the case may be, by the remittance of the required amounts from any proceeds realized upon the open-market sale of the Common Stock received by the Participant. Such open-market sale is on the Participant’s behalf and at the Participant’s direction pursuant to this authorization without further consent. Furthermore, the Company and/or the Employer are authorized to satisfy any withholding obligations with regard to all applicable Tax-Related Items arising from the vesting or payment of any Award relating to the LTI Grant, or sale of shares issued pursuant to the Award, as the case may be, by one or a combination of the following methods: (1) withholding from Granteethe Participant’s wages or other cash compensation paid to Grantee the Participant by the Corporation Company and/or the Employing Company; (2Employer. If the Participant is subject to the short-swing profit rules of Section 16(b) withholding from proceeds of the sale Exchange Act, the Company will deduct the number of shares of Common Stock having an aggregate value equal to the amount of Tax-Related Items due from the LTI Award Payout, or the Committee may determine that a particular method be used to satisfy any Tax Related Items. Shares issued upon vesting of Common Stock deducted from the LTI Award Payout in satisfaction of any Tax-Related Items shall be valued at the Fair Market Value of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine Common Stock received in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting payment of the RSUsAward on the date as of which the amount giving rise to the withholding requirement first became includible in the gross income of the Participant under applicable tax laws. To avoid negative accounting treatmentIf the Participant is covered by a Company tax equalization policy, the Corporation Participant also agrees to pay to the Company any additional hypothetical tax obligation calculated and paid under the terms and conditions of such tax equalization policy. The Company may withhold or account for Tax-Related Items and any hypothetical taxes by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates in the Participant’s jurisdiction(s), including minimum or maximum applicable withholding rates. If , in which case the TaxParticipant may receive a refund of any over-Related Items are satisfied by withholding withheld amount in Shares issuable upon vesting of the RSUs, for tax purposes, the Grantee is deemed to cash and will have been issued the full number of Shares subject no entitlement to the RSUs, notwithstanding that a number equivalent shares of the Shares are held back solely for the purpose of paying the Tax-Related ItemsCommon Stock. Finally, the Grantee Participant shall pay to the Corporation Company or the Employing Company Employer any amount of Tax-Related Items due that the Company or the Employer may be required to withhold as a result of any aspect of the Grantee’s his or her participation in the PlanPlan that cannot be satisfied by the means previously described. The Grantee understands that no Shares Company may refuse to issue or proceeds from deliver the sale of Shares shall be delivered Common Stock if the Participant fails to Grantee, notwithstanding the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for comply with his or her Tax-Related Items with respect theretoobligations.

Withholding Taxes. Regardless of any action the Corporation Company or any Subsidiary employing the Employing Company Participant (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social securityinsurance, payroll tax, payment on account or other tax-tax related withholding items (“Tax-Tax Related Items”), the Grantee Participant acknowledges that the ultimate liability for all Tax-Tax Related Items associated with the RSUs is and remains his or her the Participant’s responsibility and may exceed the amount withheld by the Corporation or the Employing Company. Furthermore, the Grantee acknowledges that the Corporation Company and/or the Employing Company Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the RSUs, including including, but not limited to, the grant, vesting, grant or settlement vesting of the RSUs or RSUs, the delivery of the Shares, the subsequent sale of SharesShares acquired at vesting and the receipt of any dividends or dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan RSUs to reduce or eliminate his or her the Participant’s liability for Tax-Tax Related Items or to achieve any particular tax resultItems. Further, if the Grantee Participant has become subject relocated to tax in more than one a different jurisdiction between the Date date of Grant grant and the date of any relevant taxable event, the Grantee Participant acknowledges that the Corporation Company and/or the Employing Company Employer (or former Employing Companyemployer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable event, the Grantee Participant shall pay or make adequate arrangements satisfactory to the Corporation Company and/or the Employing Company Employer (in its sole discretion) to satisfy all withholding and payment on account obligations for Tax Related Items of the Corporation Company and/or the Employing CompanyEmployer. In this regard, the Grantee Participant authorizes the Corporation Company and/or the Employing CompanyEmployer, or their respective agents, at their in its sole discretion, to satisfy the obligations with regard to all applicable Tax-Tax Related Items legally payable by the Participant (with respect to the award granted hereunder as well as any equity awards previously received by the Participant under any Company stock plan) by one or a combination of the following methodsfollowing: (1i) require the Participant to pay Tax-Related Items in cash with a cashier’s check or certified check; (ii) withholding cash from Granteethe Participant’s wages or other cash compensation paid payable to Grantee the Participant by the Corporation Company and/or the Employing CompanyEmployer; (2iii) arranging for the sale of Shares otherwise issuable to the Participant upon vesting of the RSUs (on Participant’s behalf and at Participant’s direction pursuant to this authorization); (iv) withholding from the proceeds of the sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued acquired upon vesting of the RSUs. To avoid negative accounting treatment; or (v) withholding in Shares otherwise issuable to the Participant, provided that the Corporation may withhold or account for Tax-Related Items by considering applicable Company withholds only the amount of Shares necessary to satisfy the minimum statutory withholding amounts amount (or other applicable if there is no minimum statutory withholding rates. If amount, such amount as may be necessary to avoid adverse accounting treatment) using the Tax-Related Items are satisfied by withholding in Shares issuable upon vesting of the RSUs, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the RSUs, notwithstanding that a number Fair Market Value of the Shares are held back solely for on the purpose date of paying the Tax-Related Itemsrelevant taxable event. Finally, the Grantee Participant shall pay to the Corporation Company or the Employing Company Employer any amount of Tax-Tax Related Items due that the Company or the Employer may be required to withhold as a result of any aspect of the GranteeParticipant’s participation in the PlanPlan that are not satisfied by any of the means previously described. For the avoidance of doubt, in no event will the Company and/or Employer withhold more than the minimum amount of Tax Related Items required by law (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment), nor shall any Participant have the right to require the Company and/or Employer to withhold more than such amount. The Grantee understands that no Company may refuse to deliver the Shares or proceeds from to the sale of Shares shall be delivered Participant if the Participant fails to Grantee, notwithstanding comply with Participant’s obligations in connection with the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Tax Related Items with respect theretoas described in this Section.

Withholding Taxes. Regardless of any action the Corporation or Company and/or the Employing Company takes Subsidiary employing the Participant (the “Employer”) take with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social securityinsurance, payroll tax, payment on account tax or other tax-related withholding items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Grantee Participant hereby acknowledges that the ultimate liability for all Tax-Related Items with respect to the Participant’s grant of Restricted Stock Units, vesting of the Restricted Stock Units, or the issuance of Shares (or payment of cash, as applicable) in settlement of vested Restricted Stock Units is and remains his or her the Participant’s responsibility and may exceed the amount actually withheld by the Corporation Company or the Employing CompanyEmployer. Furthermore, the Grantee The Participant further acknowledges that the Corporation Company and/or the Employing Company Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsRestricted Stock Units, including the grantgrant of the Restricted Stock Units, vestingthe vesting of the Restricted Stock Units, or the issuance of Shares in settlement of the RSUs or Restricted Stock Units, the subsequent sale of SharesShares acquired at vesting and the receipt of any dividends and/or any dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the grant of the RSUs Award or any aspect of the Grantee’s participation in the Plan Restricted Stock Units to reduce or eliminate his or her the Participant’s liability for Tax-Related Items or to achieve any particular tax result. FurtherFurthermore, if the Grantee Participant has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Grantee Participant acknowledges that the Corporation Company and/or the Employing Company Employer (or former Employing Companyemployer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable or tax withholding event, as applicable, the Grantee Participant shall pay or make adequate arrangements satisfactory to the Corporation Company and/or the Employing Company Employer to satisfy all withholding obligations of the Corporation and/or the Employing CompanyTax-Related Items. In this regard, the Grantee Participant hereby authorizes the Corporation Company and/or the Employing CompanyEmployer, or their respective agents, at in their discretionsole discretion and without any notice to or authorization by the Participant, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: following: (1a) withholding from Granteethe Participant’s wages or other cash compensation paid to Grantee by the Corporation Company and/or the Employing CompanyEmployer; or (2b) withholding from proceeds of the sale of Shares issued upon vesting in settlement of the RSUs vested Restricted Stock Units, either through a voluntary sale or through a mandatory sale arranged by the Corporation Company (on Granteethe Participant’s behalf pursuant to this authorization) through such means as ), to the Corporation may determine extent and in its sole discretion the manner permitted by all applicable securities laws, including making any necessary securities registration or taking any other necessary actions; or (whether through a broker or otherwise); or (3c) withholding in Shares to be issued upon vesting in settlement of the RSUsvested Restricted Stock Units that number of whole Shares the fair market value of which (determined by reference to the closing price of the Common Stock on the principal exchange on which the Common Stock trades on the date the withholding obligation arises, or if such date is not a trading date, on the next preceding trading date) is equal to the aggregate withholding obligation as determined by the Company and/or the Employer with respect to such Award. To avoid negative unfavorable accounting treatment, the Corporation Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Company satisfies the withholding obligation for Tax-Related Items are satisfied by withholding in a number of Shares issuable upon vesting of being issued under the RSUsAward as described above, the Participant hereby acknowledges that, for tax purposes, the Grantee Participant is deemed to have been issued the full number of Shares subject to the RSUsAward, notwithstanding that a number of the Shares are is held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of the Participant’s participation in the Plan. In the event the Tax-Related Items withholding obligation would result in a fractional number of Shares to be withheld by the Company, such number of Shares to be withheld shall be rounded up to the next nearest number of whole Shares. If, due to rounding of Shares, the value of the number of Shares retained by the Company pursuant to this provision is more than the amount required to be withheld, then the Company may pay such excess amount to the relevant tax authority as additional withholding with respect to the Participant. Finally, the Grantee shall Participant hereby acknowledges that the Participant is required to pay to the Corporation Company or the Employing Company Employer any amount of Tax-Related Items due that the Employer may be required to withhold or account for as a result of any aspect the grant, vesting of the GranteeParticipant’s participation Restricted Stock Units, or the issuance of Shares in settlement of vested Restricted Stock Units that cannot be satisfied by the Planmeans previously described. The Grantee understands Participant hereby acknowledges that no the Company may refuse to issue or deliver the Shares in settlement of the vested Restricted Stock Units, or to deliver the proceeds from of the sale of Shares shall be delivered to Grantee, notwithstanding the lapse issued in settlement of the restrictions on vested Restricted Stock Units, to the RSUs, unless and until Participant if the Grantee shall have satisfied any obligation for Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items Items. The Participant shall have no further rights with respect theretoto any Shares that are retained by the Company pursuant to this provision, and under no circumstances will the Company be required to issue any fractional Shares.

Withholding Taxes. Regardless of any action the Corporation Company or any Subsidiary employing the Employing Company Participant (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social securityinsurance, payroll tax, payment on account or other tax-tax related withholding items (“Tax-Tax Related Items”), the Grantee Participant acknowledges that the ultimate liability for all Tax-Tax Related Items associated with the RSUs is and remains his or her the Participant’s responsibility and may exceed the amount withheld by the Corporation or the Employing Company. Furthermore, the Grantee acknowledges that the Corporation and/or Company and the Employing Company Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the RSUs, including including, but not limited to, the grant, vesting, grant or settlement vesting of the RSUs or RSUs, the delivery of the Shares, the subsequent sale of SharesShares acquired at vesting and the receipt of any dividends or dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan RSUs to reduce or eliminate his or her the Participant’s liability for Tax-Tax Related Items or to achieve any particular tax resultItems. Further, if the Grantee Participant has become subject relocated to tax in more than one a different jurisdiction between the Date date of Grant grant and the date of any relevant taxable event, the Grantee Participant acknowledges that the Corporation Company and/or the Employing Company Employer (or former Employing Companyemployer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable event, the Grantee Participant shall pay or make adequate arrangements satisfactory to the Corporation Company and/or the Employing Company Employer (in its sole discretion) to satisfy all withholding and payment on account obligations for Tax Related Items of the Corporation Company and/or the Employing CompanyEmployer. In this regard, the Grantee Participant authorizes the Corporation and/or Company and the Employing CompanyEmployer, or their respective agentseither of them, at their in such entity’s sole discretion, to satisfy the obligations with regard to all applicable Tax-Tax Related Items legally payable by the Participant (with respect to the award granted hereunder as well as any equity awards previously received by the Participant under any Company stock plan) by one or a combination of the following methodsfollowing: (1i) requiring the Participant to pay Tax-Related Items in cash with a cashier’s check or certified check or by wire transfer of immediately available funds; (ii) withholding cash from Granteethe Participant’s wages or other cash compensation paid payable to Grantee the Participant by the Corporation Company and/or the Employing CompanyEmployer; (2iii) arranging for the sale of Shares otherwise issuable to the Participant upon vesting of the RSUs (on Participant’s behalf and at Participant’s direction pursuant to this authorization); (iv) withholding from the proceeds of the sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued acquired upon vesting of the RSUs. To avoid negative accounting treatment; or (v) withholding in Shares otherwise issuable to the Participant, provided that the Corporation may withhold or account for Tax-Related Items by considering applicable Company withholds only the amount of Shares necessary to satisfy the minimum statutory withholding amounts amount (or other applicable if there is no minimum statutory withholding rates. If amount, such amount as may be necessary to avoid adverse accounting treatment) using the Tax-Related Items are satisfied by withholding in Shares issuable upon vesting of the RSUs, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the RSUs, notwithstanding that a number Fair Market Value of the Shares are held back solely for on the purpose date of paying the Tax-Related Itemsrelevant taxable event. Finally, the Grantee Participant shall pay to the Corporation Company or the Employing Company Employer any amount of Tax-Tax Related Items due that the Company or the Employer may be required to withhold as a result of any aspect of the GranteeParticipant’s participation in the PlanPlan that are not satisfied by any of the means previously described. For the avoidance of doubt, in no event will the Company and/or Employer withhold more than the minimum amount of Tax Related Items required by law (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment), nor shall any Participant have the right to require the Company and/or Employer to withhold more than such amount. The Grantee understands that no Company may refuse to deliver the Shares or proceeds from to the sale of Shares shall be delivered Participant if the Participant fails to Grantee, notwithstanding comply with Participant’s obligations in connection with the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Tax Related Items with respect theretoas described in this Section.

Withholding Taxes. Regardless The Employee acknowledges that regardless of any action taken by the Corporation or Company or, if different, the Employing Company takes with respect to any or Employee’s employer (the “Employer”), the ultimate liability for all income tax, social securityinsurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Employee’s participation in the Plan and legally applicable to the Employee or deemed by the Company or the Employer, in their discretion, to be an appropriate charge to the Employee May 22, 2024 even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items ) is and remains his or her responsibility and may exceed the amount amount, if any, actually withheld by the Corporation Company or the Employing CompanyEmployer. Furthermore, the Grantee The Employee further acknowledges that the Corporation Company and/or the Employing Company Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsDeferred Stock Units, including the grant, vesting, vesting or settlement of the RSUs Deferred Stock Units, the receipt of any dividends or cash payments in lieu of dividends, or the subsequent sale of Sharesshares of Common Stock; and (b) do not commit to and are under no obligation to structure the terms of the grant of the RSUs Deferred Stock Units or any aspect of the GranteeEmployee’s participation in the Plan to reduce or eliminate his or her liability for Tax-Related Items or to achieve any particular tax result. Further, if the Grantee has become Employee becomes subject to tax any Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable eventjurisdiction, the Grantee Employee acknowledges that the Corporation Company and/or the Employing Company Employer (or former Employing Companyemployer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. Prior The Employee acknowledges and agrees that the Company may refuse to issue or deliver shares of Common Stock upon vesting of the Deferred Stock Units if Employee fails to comply with his or her Tax-Related Items obligations or the Company has not received payment in a form acceptable to the relevant taxable eventCompany for all applicable Tax-Related Items, as well as amounts due to the Grantee shall pay Company as “hypothetical taxes”, if applicable, pursuant to the then-current international assignment and tax and/or social insurance equalization policies and procedures of the Mondelēz Group, or make adequate arrangements satisfactory to the Corporation and/or Company for the Employing Company to satisfy all withholding obligations of the Corporation and/or the Employing Companypayment thereof have been made. In this regard, the Grantee Employee authorizes the Corporation Company and/or the Employing CompanyEmployer, in their sole discretion and without any notice or their respective agents, at their discretionfurther authorization by the Employee, to satisfy the any applicable withholding obligations with regard to all applicable Tax-Related Items legally due by one the Employee (or a combination of otherwise due by the following methods: (1Employee as set forth in this paragraph 5) withholding and any hypothetical taxes from Granteethe Employee’s wages or other cash compensation paid to Grantee by the Corporation Company and/or the Employing Company; (2) withholding Employer or from proceeds of the sale of Shares the shares of Common Stock issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by Deferred Stock Units, in which case, the Corporation Company may instruct the broker it has selected for this purpose (on Granteethe Employee’s behalf and at the Employee’s direction pursuant to this authorizationauthorization without further consent) through such means as to sell any shares of Common Stock that the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued Employee acquires upon vesting of the RSUsDeferred Stock Units, except to the extent that such a sale would violate any U.S. federal securities law or other applicable law. To avoid negative accounting treatmentAlternatively, or in addition, the Corporation Company may (i) deduct the number of Deferred Stock Units having an aggregate value equal to the amount of Tax-Related Items and any hypothetical taxes due from the total number of Deferred Stock Units awarded, vested, paid or otherwise becoming subject to current taxation; and/or (ii) satisfy the Tax-Related Items and any hypothetical taxes arising from the vesting of the Deferred Stock Units through any other method established by the Company. Notwithstanding the foregoing, if the Employee is subject to the short-swing profit rules of Section 16(b) of the Exchange Act, the Company will withhold in shares of Common Stock issuable at vesting of the Deferred Stock Units upon the relevant withholding event or the Committee may determine that a particular method be used to satisfy any required withholding. Finally, the Employee agrees to pay to the Company or the Employer any amount of Tax-Related Items and any hypothetical taxes that the Company or the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may withhold or account for Tax-Related Items and any hypothetical taxes by considering applicable minimum statutory withholding amounts rates (in accordance with Section 14(d) of the Plan) or other applicable withholding rates, including minimum rates or maximum rates applicable in the Employee’s jurisdiction(s), in which case the Employee may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent shares of Common Stock or, if not refunded, the Employee may be able to seek a refund May 22, 2024 from the applicable tax authorities. If In the event of under-withholding, the Employee may be required to pay any additional Tax-Related Items are directly to the applicable tax authority or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares issuable upon vesting shares of the RSUsCommon Stock, for tax purposes, the Grantee Employee is deemed to have been issued the full number of Shares subject to shares of Common Stock underlying the RSUsGrant, notwithstanding that a number of the Shares shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall pay to the Corporation or the Employing Company any amount of Tax-Related Items and/or hypothetical taxes due as a result of any aspect of the GranteeEmployee’s participation in the Plan. The Grantee understands that no Shares or proceeds from the sale of Shares shall be delivered to Grantee, notwithstanding the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect thereto.

Withholding Taxes. Regardless The Participant acknowledges that regardless of any action taken by the Corporation or Company or, if different, the Employing Company takes with respect to any or Employer, the ultimate liability for all income tax, social securityinsurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Participant’s participation in the Plan and legally applicable to the Participant or deemed by the Company or the Employer, in their discretion, to be an appropriate charge to the Participant even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items ) is and remains his or her responsibility and may exceed the amount amount, if any, actually withheld by the Corporation Company or the Employing CompanyEmployer. Furthermore, the Grantee The Participant further acknowledges that the Corporation Company and/or the Employing Company Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsLTI Grant, including the grantvesting or payment of any Award relating to the LTI Grant, vestingthe receipt of any dividends or cash payments in lieu of dividends, or settlement of the RSUs or the subsequent sale of Sharesshares of Common Stock; and (b) do not commit to and are under no obligation to structure the terms of the grant of the RSUs LTI Grant or any aspect of the GranteeParticipant’s participation in the Plan to reduce or eliminate his or her liability for Tax-Related Items or to achieve any particular tax result. Further, if the Grantee has become Participant becomes subject to tax any Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable eventjurisdiction, the Grantee Participant acknowledges that the Corporation Company and/or the Employing Company Employer (or former Employing Companyemployer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable event, the Grantee shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employing The Company to satisfy all withholding obligations of the Corporation and/or the Employing Company. In this regard, the Grantee authorizes the Corporation and/or the Employing Company, or their respective agents, at their discretion, is authorized to satisfy the withholding for any or all Tax-Related Items arising from the vesting or payment of any Award relating to the LTI Grant or sale of shares of Common Stock issued pursuant to the Award, as the case may be, by deducting the number of shares of Common Stock having an aggregate value equal to the amount of Tax-Related Items withholding due from the LTI Award Payout or otherwise becoming subject to current taxation. If the Company satisfies the Tax-Related Items obligation by withholding a number of shares of Common Stock as described herein, for tax purposes, the Participant will be deemed to have been issued the full number of shares of Common Stock due to the Participant at vesting, notwithstanding that a number of shares of Common Stock is held back solely for the purpose of such Tax-Related Items withholding. The Company is also authorized to satisfy the actual Tax-Related Items arising from the vesting or payment of any Award relating to the LTI Grant, the sale of shares of Common Stock issued pursuant to the Award or hypothetical withholding tax amounts if the Participant is covered under a Company tax equalization policy, as the case may be, by the remittance of the required amounts from any proceeds realized upon the open-market sale of the Common Stock received by the Participant. Such open-market sale is on the Participant’s behalf and at the Participant’s direction pursuant to this authorization without further consent. Furthermore, the Company and/or the Employer are authorized to satisfy any withholding obligations with regard to all applicable Tax-Related Items arising from the vesting or payment of any Award relating to the LTI Grant, or sale of shares issued pursuant to the Award, as the case may be, by one or a combination of the following methods: (1) withholding from Granteethe Participant’s wages or other cash compensation paid to Grantee the Participant by the Corporation Company and/or the Employing Company; (2Employer. If the Participant is subject to the short-swing profit rules of Section 16(b) withholding from proceeds of the sale Exchange Act, the Company will deduct the number of shares of Common Stock having an aggregate value equal to the amount of Tax-Related Items due from the LTI Award Payout, or the Committee may determine that a particular method be used to satisfy any Tax Related Items. Shares issued upon vesting of Common Stock deducted from the LTI Award Payout in satisfaction of any Tax-Related Items shall be valued at the Fair Market Value of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine Common Stock received in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting payment of the RSUsAward on the date as of which the amount giving rise to the withholding requirement first became includible in the gross income of the Participant under applicable tax laws. To avoid negative accounting treatmentIf the Participant is covered by a Company tax equalization policy, the Corporation Participant also agrees to pay to the Company any additional hypothetical tax obligation calculated and paid under the terms and conditions of such tax equalization policy. Depending upon the withholding method, the Company may withhold or account for Tax-Related Items and any hypothetical taxes by considering applicable minimum statutory withholding amounts or other applicable withholding rates in the Participant’s jurisdiction(s), including maximum applicable rates. If , in which case the TaxParticipant may receive a refund of any over-Related Items are satisfied by withholding withheld amount in Shares issuable upon vesting of the RSUs, for tax purposes, the Grantee is deemed to cash and will have been issued the full number of Shares subject no entitlement to the RSUs, notwithstanding that a number equivalent shares of the Shares are held back solely for the purpose of paying the Tax-Related ItemsCommon Stock. Finally, the Grantee Participant shall pay to the Corporation Company or the Employing Company Employer any amount of Tax-Related Items due that the Company or the Employer may be required to withhold as a result of any aspect of the Grantee’s his or her participation in the PlanPlan that cannot be satisfied by the means previously described. The Grantee understands that no Shares Company may refuse to issue or proceeds from deliver the sale of Shares shall be delivered Common Stock if the Participant fails to Grantee, notwithstanding the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for comply with his or her Tax-Related Items with respect theretoobligations.

Withholding Taxes. Regardless The Optionee acknowledges that, regardless of any action taken by the Corporation Company or the Employing Company takes with respect to any or Optionee’s employer (the “Employer”), the ultimate liability for all income tax, social security, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Optionee’s participation in the Plan and legally applicable to him or her (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items ) is and remains his or her the Optionee’s responsibility and may exceed the amount actually withheld by the Corporation Company or the Employing CompanyEmployer. Furthermore, the Grantee The Optionee further acknowledges that the Corporation Company and/or the Employing Company Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsthis Option, including including, without limitation, the grant, vestingvesting or exercise of this Option, or settlement the issuance of the RSUs or Shares upon exercise of this Option, the subsequent sale of SharesShares acquired pursuant to such issuance and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan Option to reduce or eliminate his or her the Optionee’s liability for Tax-Related Items or to achieve any particular tax result. FurtherFurthermore, if the Grantee has become Optionee is subject to tax Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable eventjurisdiction, the Grantee Optionee acknowledges that the Corporation Company and/or the Employing Company Employer (or former Employing Companyemployer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the any relevant taxable or tax withholding event, as applicable, the Grantee shall pay or Optionee agrees to make adequate arrangements satisfactory to the Corporation Company and/or the Employing Company Employer to satisfy all withholding obligations of the Corporation and/or the Employing CompanyTax-Related Items. In this regard, the Grantee Optionee authorizes the Corporation Company and/or the Employing CompanyEmployer, or their respective agents, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: following: (1a) withholding from Granteethe Optionee’s wages or other cash compensation paid to Grantee the Optionee by the Corporation Company and/or the Employing CompanyEmployer; or (2b) withholding from proceeds of the sale of Exercised Shares issued acquired upon vesting of the RSUs exercise, either through a voluntary sale or through a mandatory sale arranged by the Corporation Company (on Granteethe Optionee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwiseauthorization without further consent); or or (3c) withholding in Exercised Shares to be issued upon vesting exercise of this Option. Depending on the RSUs. To avoid negative accounting treatmentwithholding method, the Corporation Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case the Optionee will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Shares. If the obligation for Tax-Related Items are is satisfied by withholding in Shares issuable upon vesting of Shares, the RSUsOptionee is deemed, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the RSUsExercised Shares, notwithstanding that a number of the some Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall Optionee agrees to pay to the Corporation Company or the Employing Company Employer any amount of Tax-Related Items due that the Company and/or the Employer may be required to withhold or account for as a result of any aspect of the GranteeOptionee’s participation in the Plan, which amount cannot be satisfied by the means previously described. The Grantee understands that no Company may refuse to issue or deliver Shares or the proceeds from of the sale of Shares shall be delivered if the Optionee fails to Grantee, notwithstanding comply with his or her obligations in connection with the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect theretoItems.

Withholding Taxes. (a) Regardless of any action the Corporation or the Employing Company takes with respect to any or all income taxtax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social securityinsurance, payroll tax, payment on account or other tax-related withholding (“"Tax-Related Items”"), the Grantee Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains his or her responsibility the Participant's responsibility, and may exceed the amount withheld by the Corporation or the Employing Company. Furthermore, the Grantee acknowledges that the Corporation and/or the Employing Company (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant, vesting, or settlement grant of the RSUs or RSUs, the vesting of the RSUs, the subsequent sale of Sharesany Shares acquired pursuant to the RSUs and the receipt of any dividends; and (bii) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan RSUs to reduce or eliminate his or her the Participant's liability for Tax-Related Items or Items. (b) Prior to achieve any particular tax result. Furtherthe delivery of Shares upon the vesting of the RSUs, if the Grantee has become subject to tax in more than one any taxing jurisdiction between the Date requires withholding of Grant and the date of any relevant taxable eventTax-Related Items, the Grantee acknowledges Company may withhold a sufficient number of whole Shares otherwise issuable upon the vesting of the RSUs that have an aggregate Fair Market Value (as defined under the Corporation and/or Plan) sufficient to pay the Employing Company (or former Employing Company, as applicable) may be required to withhold or account for minimum Tax-Related Items in more than one jurisdiction. Prior required to be withheld with respect to the relevant taxable event, the Grantee shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employing Company to satisfy all withholding obligations Shares. The cash equivalent of the Corporation and/or Shares withheld will be used to settle the Employing Company. In this regard, obligation to withhold the Grantee authorizes the Corporation and/or the Employing Company, or their respective agents, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items (determined by one or a combination reference to the closing price of the following methods: (1) withholding Common Stock on the NASDAQ Global Select Market on the applicable vesting date). No fractional Shares will be withheld or issued pursuant to the grant of the RSUs and the issuance of Shares hereunder. Alternatively, the Company may, in its discretion, withhold any amount necessary to pay the Tax-Related Items from Grantee’s wages the Participant's salary or other cash compensation paid amounts payable to Grantee by the Corporation and/or Participant, with no withholding in Shares. In the Employing Company; (2) event the withholding from proceeds of requirements are not satisfied through the sale withholding of Shares or through the Participant's salary or other amounts payable to the Participant, no Shares will be issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged unless and until satisfactory arrangements (as determined by the Corporation (on Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting Compensation Committee of the RSUs. To avoid negative accounting treatment, Board of Directors) have been made by the Corporation may withhold or account for Participant with respect to the payment of any Tax-Related Items by considering applicable minimum statutory which the Company determines, in its sole discretion, must be withheld or collected with respect to such RSUs. By accepting this grant of RSUs, the Participant expressly consents to the withholding amounts or of Shares and/or cash as provided for hereunder. All other applicable withholding rates. If the Tax-Related Items are satisfied by withholding in Shares issuable upon vesting of the RSUs, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject related to the RSUs, notwithstanding that a number of RSUs and any Shares delivered in payment thereof are the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall pay to the Corporation or the Employing Company any amount of Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. The Grantee understands that no Shares or proceeds from the sale of Shares shall be delivered to Grantee, notwithstanding the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect theretoParticipant's sole responsibility.

Withholding Taxes. Regardless The Company’s obligation to deliver shares of Common Stock upon the exercise of this option shall be subject to the Optionee’s satisfaction of all applicable federal, state and local taxes of any action the Corporation or the Employing Company takes kind required by law to be withheld with respect to any or all income tax, social security, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains his or her responsibility and may exceed the amount withheld by the Corporation or the Employing Company. Furthermore, the Grantee acknowledges that the Corporation and/or the Employing Company (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant, vesting, or settlement of the RSUs or the subsequent sale of Shares; and (b) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan to reduce or eliminate his or her liability for Tax-Related Items or to achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Grantee acknowledges that the Corporation and/or the Employing Company (or former Employing Company, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable event, the Grantee shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employing Company to satisfy all withholding obligations of the Corporation and/or the Employing Company. In this regard, the Grantee authorizes the Corporation and/or the Employing Company, or their respective agents, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: (1) withholding from Grantee’s wages or other cash compensation paid to Grantee by the Corporation and/or the Employing Company; (2) withholding from proceeds of the sale of Shares shares issued upon vesting exercise of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting of the RSUs. To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding ratesoption. If the Tax-Related Items are satisfied Company, in its discretion, determines that it must or should withhold or pay over tax with respect to the exercise of this option or a Disqualifying Disposition (as defined in Section 12 below) of shares of Common Stock acquired by withholding in Shares issuable upon vesting the Optionee on exercise of this option, the Optionee hereby agrees that, at the option of the RSUsCompany, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall Optionee will pay to the Corporation Company or the Employing Company any may withhold from the Optionee’s wages the appropriate amount of Tax-Related Items due federal, state and local taxes attributable to such exercise or Disqualifying Disposition. If any portion of this option is treated as a result of any aspect non-qualified option, the Optionee hereby agrees that, at the option of the GranteeCompany, Optionee will pay to the Company or the Company may withhold from the Optionee’s participation wages the appropriate amount of federal, state or local taxes attributable to the Optionee’s exercise of such non-qualified option. At the Company’s discretion, the amount required to be withheld may be withheld in cash from such wages, or (with respect to compensation income attributable to the exercise of this option) in kind from the Common Stock otherwise deliverable to the Optionee on exercise of this Option as set forth in Section 28(a) of the Plan. The Grantee understands that no Shares or proceeds Optionee further agrees that, if the Company does not withhold an amount from the sale of Shares shall be delivered Optionee’s wages sufficient to Granteesatisfy the Company’s withholding obligation, notwithstanding the lapse of Optionee will reimburse the restrictions Company on demand, in cash, for the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect theretoamount withheld.

Withholding Taxes. Regardless (a) Participant acknowledges that, regardless of any action the Corporation Company or the Employing Company takes applicable Related Entity employing or retaining Participant (the “Employer”) may take with respect to any or all income taxWithholding Taxes related to the Award or Participant’s participation in the Plan and legally applicable to Participant, social security, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items such Withholding Taxes is and remains his or her Participant’s responsibility and may exceed the amount actually withheld by the Corporation Company or the Employing CompanyEmployer. Furthermore, the Grantee Participant further acknowledges that the Corporation and/or Company and the Employing Company Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items Withholding Taxes in connection with any aspect of the RSUsAward, including the grant, vesting, vesting or settlement of the RSUs Award, the issuance of Shares (or other property) upon settlement of the Award, the subsequent sale of SharesShares acquired pursuant to such issuance and the receipt of any dividends or dividend equivalents; and (bii) do not commit to to, and are under no obligation to to, structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan Award to reduce or eliminate his or her Participant’s liability for Tax-Related Items Withholding Taxes or to achieve any particular tax result. Further, if the Grantee Participant has become subject to tax Withholding Taxes in more than one jurisdiction between the Date of Grant and the date of any relevant taxable eventjurisdiction, the Grantee Participant acknowledges that the Corporation and/or Company and the Employing Company Employer (or a former Employing Companyemployer, as applicable) may be required to withhold or account for Tax-Related Items Withholding Taxes in more than one jurisdiction. Prior . (b) The Company will collect, and Participant hereby authorizes the Company to collect, the Withholding Taxes with respect to the relevant taxable eventShares issued under this Agreement (including Shares issued in settlement of dividend equivalents) through an automatic Share withholding procedure pursuant to which the Company will withhold, immediately as the Grantee shall pay or make adequate arrangements satisfactory Shares are issued under the Award, a portion of those Shares with a Fair Market Value (measured as of the issuance date) equal to the Corporation and/or amount of such Withholding Taxes (the Employing “Share Withholding Method”), unless the Share Withholding Method is not permissible or advisable under local law or until the Company to satisfy all withholding obligations of the Corporation and/or the Employing Company. In this regardotherwise decides, the Grantee authorizes the Corporation and/or the Employing Company, or their respective agents, at their in its sole discretion, to satisfy no longer utilize the obligations Share Withholding Method and provides Participant with regard to all applicable Tax-Related Items by one or a combination of the following methods: (1) withholding from Grantee’s wages or other cash compensation paid to Grantee by the Corporation and/or the Employing Company; (2) withholding from proceeds of the sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting of the RSUs. To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding ratescorresponding notice. If the Tax-Related Items are obligation for Withholding Taxes is satisfied by withholding in Shares issuable upon vesting of using the RSUsShare Withholding Method, then Participant will, for tax purposes, the Grantee is be deemed to have been issued the full number of Shares subject to the RSUsvested Award, notwithstanding that a number of the Shares are held back withheld solely for the purpose of paying the Taxapplicable Withholding Taxes. (c) If the Share Withholding Method is not used , then the Withholding Taxes will be collected from Participant through a broker-Related Items. Finally, the Grantee shall pay to the Corporation or the Employing Company any amount dealer sale and remittance procedure in accordance with Section 7(d) of Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. The Grantee understands Participant will, promptly upon request from the Company, execute (whether manually or through electronic acceptance) an appropriate sales authorization (in form and substance reasonably satisfactory to the Company) that authorizes and directs the broker to effect such broker-dealer sale and remittance transactions and remit the sale proceeds, net of brokerage fees and other applicable charges, to the Company in satisfaction of the applicable Withholding Taxes. However, no Shares or proceeds from broker-dealer sale and remittance transaction will be effected unless (i) such a sale is at the time permissible under the Company’s insixxx xxxxxxx xxxicies governing the sale of Shares shall be delivered Common Stock and (ii) the transaction is not otherwise deemed to Grantee, notwithstanding the lapse constitute a prohibited loan under Section 402 of the restrictions on Sarbxxxx-Xxxxx Xxx of 2002. (d) If the RSUsCompany determines that such broker-dealer sale and remittance procedure is not permissible or advisable at the time or if Participant otherwise fails to effect a timely sales authorization as required by this Agreement, unless and then the Company may, in its sole discretion, elect either to defer the issuance of the Shares until such procedure can be effected in accordance with Participant’s executed sale directive or to collect the Grantee shall have satisfied applicable Withholding Taxes through Participant’s delivery of Participant’s separate check payable to the Company (or a wire transfer of funds to the Company) in the amount of such Withholding Taxes or by withholding such amount from other wages payable to Participant. In no event will any obligation Shares be issued in the absence of an arrangement reasonably satisfactory to the Company for Tax-Related Items the satisfaction of the applicable Withholding Taxes. (e) The Company will collect the Withholding Taxes with respect theretoto dividend equivalents distributed in a form other than Shares by withholding a portion of that distribution equal to the amount of the applicable Withholding Taxes, with the cash portion of the distribution to be the first portion so withheld, or through such other tax withholding arrangement as the Company deems appropriate, in its sole discretion. (f) The Company may withhold or account for Withholding Taxes by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates in Participant’s jurisdiction, in which case Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Common Stock), or if not refunded, Participant may seek a refund from local tax authorities. In the event of under-withholding, Participant may be required to pay any additional Withholding Taxes directly to the applicable tax authority or to the Company or the Employer. (g) Notwithstanding the foregoing, to the extent Participant is subject to taxation in the United States, the Withholding Taxes required to be withheld by the Company in connection with the vesting (as determined under applicable tax laws) of the Shares or any other amounts hereunder will in all events be collected from Participant no later than the last business day of the calendar year in which those Shares or other amounts vest (as determined under applicable tax laws). Accordingly, to the extent the applicable issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest, Participant will, if so requested by the Company, on or before the last business day of the calendar year in which such Shares or other amounts vest, deliver to the Company a check payable to its order (or a wire transfer of funds to the Company) in the dollar amount equal to Withholding Taxes required to be withheld with respect to those Shares or other amounts. Alternatively, the Company may, in its sole discretion, elect to withhold the dollar amount equal to the Withholding Taxes required to be withheld with respect to those Shares or other amounts from other wages payable to Participant, or through such other tax withholding arrangement as the Company deems appropriate, in its sole discretion. The provisions of this Paragraph 7(g) are applicable only to the extent necessary to comply with the applicable tax withholding requirements of Section 3121(v) of the Code.

Withholding Taxes. Regardless The Company’s obligation to deliver shares of Common Stock upon the exercise of this option shall be subject to the Optionee’s satisfaction of all applicable federal, state, local and foreign taxes of any action the Corporation or the Employing Company takes kind required by law to be withheld with respect to any shares issued upon exercise of this option. If the Company, in its discretion, determines that it must or all income tax, social security, payroll tax, payment should withhold or pay over tax with respect to the exercise of this option or a Disqualifying Disposition (as defined in Section 11 below) of shares of Common Stock acquired by the Optionee on account or other tax-related withholding (“Tax-Related Items”)exercise of this option, the Grantee acknowledges that Optionee hereby agrees that, at the ultimate liability for all Taxoption of the Company, Optionee will pay to the Company or the Company may withhold from the Optionee’s wages the appropriate amount of federal, state, local and foreign taxes attributable to such Disqualifying Disposition. If any portion of this option is treated as a non-Related Items is qualified option, the Optionee hereby agrees that, at the option of the Company, Optionee will pay to the Company or the Company may withhold from the Optionee’s wages the appropriate amount of federal, state, local and remains his or her responsibility and may exceed foreign taxes attributable to the Optionee’s exercise of such non-qualified option. At the Company’s discretion, the amount required to be withheld by the Corporation or the Employing Company. Furthermore, the Grantee acknowledges that the Corporation and/or the Employing Company (a) make no representations or undertakings regarding the treatment of any Tax-Related Items may be withheld in connection with any aspect of the RSUs, including the grant, vestingcash from such wages, or settlement (with respect to compensation income attributable to the exercise of this option) in kind from the RSUs or Common Stock otherwise deliverable to the subsequent sale Optionee on exercise of Shares; and (b) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan to reduce or eliminate his or her liability for Tax-Related Items or to achieve any particular tax resultthis option. FurtherThe Optionee further agrees that, if the Grantee has become subject to tax in more than one jurisdiction between Company does not withhold an amount from the Date of Grant and the date of any relevant taxable event, the Grantee acknowledges that the Corporation and/or the Employing Company (or former Employing Company, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable event, the Grantee shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employing Company to satisfy all withholding obligations of the Corporation and/or the Employing Company. In this regard, the Grantee authorizes the Corporation and/or the Employing Company, or their respective agents, at their discretion, Optionee’s wages sufficient to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: (1) Company’s withholding from Grantee’s wages or other cash compensation paid to Grantee by the Corporation and/or the Employing Company; (2) withholding from proceeds of the sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting of the RSUs. To avoid negative accounting treatmentobligation, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If Optionee will reimburse the Tax-Related Items are satisfied by withholding Company on demand, in Shares issuable upon vesting of the RSUscash, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall pay to the Corporation or the Employing Company any amount of Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. The Grantee understands that no Shares or proceeds from the sale of Shares shall be delivered to Grantee, notwithstanding the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect theretounder withheld.

Withholding Taxes. [ALTERNATIVE 1]: As a condition to the grant and vesting of this Award and as further set forth in Sections 10.7 and 10.8 of the Plan, the Employee hereby agrees to make adequate provision for the satisfaction of (and will indemnify the Company, the Employer and any other Affiliate) for the amount of any income tax, social insurance, payroll tax, or any other required deductions or payments related to the Employee’s participation in the Plan and legally payable by the Employee, if any, including any Tax Obligations (“Tax-Related Items”) which arise upon the grant or vesting of the Performance Shares under this Agreement, ownership or disposition of Shares, receipt of dividends, if any, or otherwise in connection with the Performance Shares or the Shares. Regardless of any action the Corporation Company or the Employing Company Employee’s employer (the “Employer”) takes with respect to any or all income tax, social security, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Grantee Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee is and remains his or her the Employee’s responsibility and may exceed the amount actually withheld by the Corporation Company or the Employing Employer. The Employee further acknowledges and agrees that the Employee is also solely responsible for filing all relevant documentation that may be required of the Employee in relation to his or her participation in the Plan or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company. Furthermore, the Grantee Employer or any Affiliate pursuant to Applicable Laws), such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Performance Shares, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. The Employee further acknowledges that the Corporation and/or Company and the Employing Company Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsPerformance Shares, including the grant, vestingholding, or settlement vesting of the RSUs Performance Shares, the holding or the subsequent sale of SharesShares acquired under the Plan and the receipt of dividends, if any; and (b) do not commit to and are under no obligation to structure the terms of the grant of the RSUs Performance Shares or any aspect of the Grantee’s participation in the Plan these Performance Shares to reduce or eliminate his or her the Employee’s liability for Tax-Related Items Items, or to achieve any particular tax result. The Employee also understands that Applicable Laws may require varying Share or Performance Share valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of the Employee under applicable laws. Further, if the Grantee Employee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable eventjurisdiction, the Grantee Employee acknowledges that the Corporation Company and/or the Employing Company Employer (or former Employing Companyemployer, as applicable) or other Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior No payment will be made to the relevant taxable event, Employee (or his or her estate) in relation to these Performance Shares unless and until satisfactory arrangements (as determined by the Grantee shall pay or make adequate arrangements satisfactory Committee) have been made by the Employee with respect to the Corporation and/or the Employing Company to satisfy all withholding payment of any Tax-Related Items and any other obligations of the Corporation Company and/or the Employing Employer with respect to the Performance Shares. Absent an election by Employee described below in this paragraph, a portion of the Shares scheduled to be issued pursuant to vested Performance Shares that have an aggregate fair market value sufficient to pay the Tax-Related Items shall be withheld to satisfy such Tax-Related Items. Furthermore, the Company will cooperate with Employee to enable Employee to have Shares withheld to cover applicable withholding up to the maximum statutory rates as permitted by applicable law (i) to the extent it does not result in adverse accounting or other consequences to the Company and (ii) subject to Employee timely providing the Company with any documentation necessary to effect withholding up to such maximum. The Company will only withhold whole Shares and therefore the Employee also authorizes deduction without notice from salary or other amounts payable to the Employee of cash in an amount sufficient to satisfy the Employer’s remaining tax withholding obligation. Notwithstanding the previous two sentences, the Employee may elect to furnish to the Company written notice, no more than 30 days and no less than 5 days in advance of a scheduled Vesting Date (or other required withholding event), of his or her intent to satisfy the tax withholding requirement by remitting in cash or check the full amount of the tax withholding to the Company on the scheduled Vesting Date (or other required withholding event). In the event that the Employee provides such written notice and fails to satisfy the amounts required for the Tax-Related Items by the Vesting Date (or other required withholding event), the Company shall satisfy the tax withholding requirement pursuant to the first sentence of this paragraph. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, the Employee is deemed to have been issued the full number of Shares subject to the Performance Shares, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Employee’s participation in the Plan. The Employee acknowledges and agrees that the Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Employee fails to comply with his or her obligations in connection with the Tax-Related Items. In addition, the Employee further agrees that any cross-border cash remittance made to transfer proceeds received upon the sale of Shares must be made through a locally authorized financial institution or registered foreign exchange agency and may require the Employee to provide to such entity certain information regarding the transaction.] [ALTERNATIVE 2]: As a condition to the grant and vesting of this Award and as further set forth in Sections 10.7 and 10.8 of the Plan, the Employee hereby agrees to make adequate provision for the satisfaction of (and will indemnify the Company, the Employer and any other Affiliate) for the amount of any income tax, social insurance, payroll tax, or any other required deductions or payments related to the Employee’s participation in the Plan and legally payable by the Employee, if any, including any Tax Obligations (“Tax-Related Items”) which arise upon the grant or vesting of the Performance Shares under this Agreement, ownership or disposition of Shares, receipt of dividends, if any, or otherwise in connection with the Performance Shares or the Shares, whether by withholding, direct payment to the Company, or otherwise as determined by the Company in its sole discretion. Regardless of any action the Company or the Employee’s employer (the “Employer”) takes with respect to any or all Tax-Related Items, the Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee is and remains the Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges and agrees that the Employee is also solely responsible for filing all relevant documentation that may be required of the Employee in relation to his or her participation in the Plan or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company, the Employer or any Affiliate pursuant to Applicable Laws), such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Performance Shares, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. The Employee further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Shares, including the grant, holding, or vesting of the Performance Shares, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) do not commit to and are under no obligation to structure the terms of the Performance Shares or any aspect of these Performance Shares to reduce or eliminate the Employee’s liability for Tax-Related Items, or achieve any particular tax result. The Employee also understands that Applicable Laws may require varying Share or Performance Share valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of the Employee under applicable laws. Further, if the Employee has become subject to tax in more than one jurisdiction, the Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) or other Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made to the Employee (or his or her estate) in relation to these Performance Shares unless and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any Tax-Related Items and any other obligations of the Company and/or the Employer with respect to the Performance Shares. In this regard, the Grantee Employee authorizes the Corporation Company and/or the Employing CompanyEmployer, or their respective agents, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: following, provided, however, that notwithstanding anything herein to the contrary, in the case of individuals subject to Section 16 of the U.S. Exchange Act of 1934, as amended, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions: (1a) withholding from Granteethe Employee’s wages or other cash compensation paid to Grantee the Employee by the Corporation and/or Company or the Employing CompanyEmployer; or (2b) withholding from proceeds of the sale of Shares issued acquired upon vesting of the RSUs Performance Shares, either through a voluntary sale or through a mandatory sale arranged by the Corporation Company (on Granteethe Employee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or or (3c) withholding in Shares to be issued upon vesting settlement of the RSUsPerformance Shares; or (d) surrendering already-owned Shares having a fair market value equal to the Tax-Related Items that have been held for such period of time to avoid adverse accounting consequences. To avoid negative accounting treatment, If the Corporation may withhold or account obligation for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Tax-Related Items are is satisfied by withholding in Shares issuable upon vesting of the RSUsShares, for tax purposes, the Grantee is Employee is, subject to Applicable Laws, deemed to have been issued the full number of Shares subject to the RSUsPerformance Shares, notwithstanding that a number of the Shares are is held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of the Employee’s participation in the Plan. Finally, the Grantee The Employee shall pay to the Corporation Company or the Employing Company Employer any amount of Tax-Related Items due that the Company may be required to withhold or account for as a result of any aspect of the GranteeEmployee’s participation in the PlanPlan that cannot be satisfied by one or more of the means previously described in this paragraph 7. The Grantee understands Employee acknowledges and agrees that no the Company may refuse to issue or deliver the Shares or the proceeds from of the sale of Shares shall if the Employee fails to comply with his or her obligations in connection with the Tax-Related Items. In addition, the Employee further agrees that any cross-border cash remittance made to transfer proceeds received upon the sale of Shares must be delivered made through a locally authorized financial institution or registered foreign exchange agency and may require the Employee to Grantee, notwithstanding provide to such entity certain information regarding the lapse transaction. It is the Company’s current practice to withhold a portion of the restrictions Shares scheduled to be issued pursuant to vested Performance Shares that have an aggregate market value sufficient to pay the Tax-Related Items. The Company will only withhold whole Shares and therefore the Employee also authorizes deduction without notice from salary or other amounts payable to the Employee of cash in an amount sufficient to satisfy the Employer’s remaining tax withholding obligation. Notwithstanding the previous two sentences, the Employee, if the Company in its sole discretion so agrees, may elect to furnish to the Company written notice, no more than 30 days and no less than 5 days in advance of a scheduled Vesting Date (or other required withholding event), of his or her intent to satisfy the tax withholding requirement by remitting the full amount of the tax withholding to the Company on the RSUsscheduled Vesting Date (or other required withholding event). In the event that the Employee provides such written notice and fails to satisfy the amounts required for the Tax-Related Items by the Vesting Date (or other required withholding event), unless and until the Grantee Company shall have satisfied any obligation satisfy the tax withholding requirement pursuant to the first two sentences of this paragraph. However, the Company reserves the right to withhold for Tax-Related Items with respect theretopursuant to any means set forth in this paragraph.

Withholding Taxes. Regardless The Employee acknowledges that regardless of any action taken by the Corporation or Company or, if different, the Employing Company takes with respect to any or Employee’s employer (the “Employer”), the ultimate liability for all income tax, social security, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Employee’s participation in the Plan and legally applicable to the Employee or deemed by the Company or the Employer, in their discretion, to be an appropriate charge to the Employee even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items ) is and remains his or her responsibility and may exceed the amount actually withheld by the Corporation Company or the Employing CompanyEmployer. Furthermore, the Grantee The Employee further acknowledges that the Corporation Company and/or the Employing Company Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsDeferred Stock Units, including the grant, vestingvesting or payment of this Grant, the receipt of any dividends or settlement cash payments in lieu of the RSUs dividends, or the subsequent sale of Sharesshares of Common Stock; and (b) do not commit to and are under no obligation to structure the terms of the grant of the RSUs Deferred Stock Units or any aspect of the GranteeEmployee’s participation in the Plan to reduce or eliminate his or her liability for Tax-Related Items or to achieve any particular tax result. Further, if the Grantee has become Employee becomes subject to tax any Tax-Related Items in more than one jurisdiction between the Grant Date of Grant and the date of any relevant taxable event, the Grantee Employee acknowledges that the Corporation Company and/or the Employing Company Employer (or former Employing Companyemployer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. Prior The Employee acknowledges and agrees that the Company may refuse to issue or deliver shares of Common Stock upon vesting of the Deferred Stock Units if Employee fails to comply with his or her Tax-Related Items obligations or the Company has not received payment in a form acceptable to the relevant taxable eventCompany for all applicable Tax-Related Items, as well as amounts due to the Grantee shall pay Company as “theoretical taxes”, if applicable, pursuant to the then-current international assignment and tax and/or social insurance equalization policies and procedures of the Mondelēz Group, or make adequate arrangements satisfactory to the Corporation and/or Company for the Employing Company to satisfy all withholding obligations of the Corporation and/or the Employing Companypayment thereof have been made. In this regard, the Grantee Employee authorizes the Corporation Company and/or the Employing CompanyEmployer, in their sole discretion and without any notice or their respective agents, at their discretionfurther authorization by the Employee, to satisfy the obligations with regard to withhold all applicable Tax-Related Items legally due by one the Employee (or a combination of otherwise due by the following methods: (1Employee as set forth in this Section 5) withholding and any theoretical taxes from Granteethe Employee’s wages or other cash compensation paid to Grantee by the Corporation Company and/or the Employing Company; (2) withholding Employer or from proceeds of the sale of Shares the shares of Common Stock issued upon vesting of the RSUs either through a voluntary sale Deferred Stock Units. Alternatively, or through a mandatory sale arranged by in addition, the Corporation Company may (i) deduct the number of Deferred Stock Units having an aggregate value equal to the amount of Tax-Related Items and any theoretical taxes due from the total number of Deferred Stock Units awarded, vested, paid or otherwise becoming subject to current taxation; (ii) instruct the broker it has selected for this purpose (on Granteethe Employee’s behalf and at the Employee’s direction pursuant to this authorizationauthorization without further consent) through such means as to sell any shares of Common Stock that the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued Employee acquires upon vesting of the RSUsDeferred Stock Units to meet the Tax-Related Items withholding obligation and any theoretical taxes, except to the extent that such a sale would violate any U.S. federal securities law or other applicable law; and/or (iii) satisfy the Tax-Related Items and any theoretical taxes arising from the granting or vesting of this Grant, as the case may be, through any other method established by the Company. Notwithstanding the foregoing, if the Employee is subject to the short-swing profit rules of Section 16(b) of the Exchange Act, the Employee may elect the form of withholding in advance of any Tax-Related Items or any theoretical taxes withholding event and in the absence of the Employee’s election, the Company will withhold in Deferred Stock Units upon the relevant withholding event or the Committee may determine that a particular method be used to satisfy any required withholding. Finally, the Employee agrees to pay to the Company or the Employer any amount of Tax-Related Items and any theoretical taxes that the Company or the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan that cannot be satisfied by the means previously described. To avoid any negative accounting treatmenttreatment or for any other reason, the Corporation Company may withhold or account for Tax-Related Items or theoretical taxes by considering applicable minimum statutory withholding amounts (in accordance with Section 14(d) of the Plan) or other applicable withholding rates. If the obligation for Tax-Related Items are is satisfied by withholding in Shares issuable upon vesting of the RSUsDeferred Stock Units, for tax purposes, the Grantee Employee is deemed to have been issued the full number of Shares subject to shares of Common Stock underlying the RSUsGrant, notwithstanding that a number of the Shares Deferred Stock Units are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall pay to the Corporation or the Employing Company Items and/or any amount of Tax-Related Items theoretical taxes due as a result of any aspect of the GranteeEmployee’s participation in the Plan. The Grantee understands that no Shares or proceeds from the sale of Shares shall be delivered to Grantee, notwithstanding the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect thereto.

Withholding Taxes. (a) Regardless of any action the Corporation or Company (including, for the Employing Company avoidance of doubt, the entity directly employing the Holder, the “Employer”)) takes with respect to any or all international, US federal, state or local tax including all income tax, social securityinsurance, social security contributions (where applicable), payroll tax, payment on account or other tax-related withholding items arising out of the Holder’s participation in the Plan and legally applicable or deemed applicable to the Holder in any jurisdiction (“Tax-Related ItemsRequired Tax Payments”)) and subject to applicable laws, the Grantee Holder acknowledges that the ultimate liability for all Tax-Related Items Required Tax Payments is and remains his or her the Holder’s responsibility and may exceed the amount actually withheld by the Corporation or Company and/or the Employing CompanyEmployer, if any. Furthermore, the Grantee The Holder further acknowledges that the Corporation Company and/or the Employing Company Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items Required Tax Payments in connection with any aspect of the RSUsAward or underlying shares of Stock, including including, but not limited to, the grant, vesting, vesting or settlement of the RSUs or Award, the subsequent sale of Sharesshares of Stock acquired upon the expiration of the Restriction Period and the receipt of any dividends and/or dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan restricted stock unit to reduce or eliminate his or her the Holder’s liability for Tax-Related Items Required Tax Payments or to achieve any particular tax result. FurtherFurthermore, if the Grantee Holder has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable eventjurisdiction, the Grantee Holder acknowledges that the Corporation Company and/or the Employing Company Employer (or former Employing Companyemployer, as applicable) may be required to withhold or account for Tax-Related Items Required Tax Payments in more than one jurisdiction. Prior . (b) As a condition precedent to the relevant taxable eventdelivery to the Holder of any Stock subject to the Award, the Grantee shall Holder shall, upon request by the Company and/or the Employer, pay or make adequate arrangements satisfactory to the Corporation Company and/or the Employing Company to satisfy all withholding obligations Employer (or shall cause a broker-dealer on behalf of the Corporation Employee to pay to the Company and/or the Employing Company. In this regard, Employer) such amount of cash as the Grantee authorizes the Corporation Company and/or the Employing CompanyEmployer may be required, under all applicable federal, state, local or their respective agents, at their discretionother laws or regulations, to satisfy withhold and pay over the obligations Required Tax Payments with regard respect to all applicable Tax-Related Items by one or a combination of the following methods: (1) withholding from Grantee’s wages or other cash compensation paid to Grantee by the Corporation and/or the Employing Company; (2) withholding from proceeds of the sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting of the RSUs. To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding ratesAward. If the Tax-Related Items are Holder shall fail to advance the Required Tax Payments after request by the Company and/or the Employer, the Company and/or the Employer may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company and/or the Employer to the Holder. (c) Under the terms of this Agreement, the Holder’s obligations to pay the Required Tax Payments shall be satisfied by the Company withholding in Shares issuable upon vesting whole shares of Stock which would otherwise be issued or transferred to the Holder having an aggregate Fair Market Value, determined as of the RSUsdate on which such withholding obligation arises (the “Tax Date”), for tax purposesequal to the Required Tax Payments, and the Grantee is Holder will be deemed to have been issued the full number of Shares shares of Stock subject to the RSUsvested portion of the Award, notwithstanding that a number of the Shares are shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall pay to the Corporation or the Employing Company any amount of Tax-Related Items Required Tax Payments due as a result of any aspect of the GranteeHolder’s participation in the Plan; provided, however, the Holder may notify the Company prior to the Tax Date that the Holder has elected, in lieu of the Company withholding shares of Stock, to satisfy his or her obligation to advance the Required Tax Payments by (i) a check or cash payment to the Company, (ii) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole shares of Stock having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments, (iii) except as may be prohibited by applicable law, a cash payment by a broker whom the Company has selected for this purpose and to whom the Holder has authorized to sell any shares acquired upon the vesting of the Award to meet the Required Tax Payments; or (iv) any combination of share withholding and (i), (ii) and (iii). Shares to be delivered to the Company or withheld may not have a Fair Market Value in excess of the minimum amount of the Required Tax Payments (or such greater withholding amount to the extent permitted by applicable withholding rules and accounting rules without resulting in variable accounting treatment). Any fraction of a share which would be required to satisfy any such obligation shall be disregarded and the remaining amount due shall be paid in cash by the Holder. The Grantee understands Company shall withhold or account for Required Tax Payments by considering applicable minimum statutory withholding amounts (or, if requested by the Holder and permitted by the Board or the Committee, other applicable withholding rates, including maximum applicable rates in the Holder’s jurisdiction(s)). In the event of over-withholding, the Holder may receive a refund of any over-withheld amount in cash, or if not refunded, the Holder may seek a refund from the local tax authorities. In the event of under-withholding, the Holder may be required to pay additional Required Tax Payments directly to the applicable tax authority or to the Company and/or the Employer. The Holder shall pay to the Company or the Employer any amount of Required Tax Payments that no Shares the Company or the Employer may be required to withhold or account for as a result of the Holder’s participation in the Plan that cannot be satisfied by the means previously described in this section. The Company may refuse to issue or deliver the shares of Stock or the proceeds from of the sale of Shares shall be delivered shares to Granteethe Holder if the Holder fails to comply with its obligations in connection with the Required Tax Payments. (d) The Holder hereby agrees that they are liable for all Required Tax Payments and hereby covenants to pay all such Required Tax Payments, notwithstanding as and when requested by the lapse of Company or, if different, the restrictions Holder’s employer or by any tax authority in any relevant jurisdiction. The Holder hereby agrees to indemnify and keep indemnified the Company and, if different, the Holder’s employer against any Required Tax Payments that the Holder is required to pay or withhold or have paid or will pay to any other tax authority or any other relevant authority on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect theretoHolder’s behalf.

Withholding Taxes. Regardless of any action the Corporation or Company or, if different, your employer (the Employing Company “Employer”) takes with respect to any or all income tax, social securityinsurance, payroll tax, payment on account or other tax-related withholding items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), the Grantee acknowledges you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains his or her your responsibility and may exceed the amount amount, if any, actually withheld by the Corporation Company or the Employing CompanyEmployer. Furthermore, the Grantee acknowledges you acknowledge that the Corporation Company and/or the Employing Company Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsPerformance Share Award or the underlying Shares, including including, but not limited to, the grant, vesting, or settlement payment of the RSUs this Performance Share Award or the subsequent sale of SharesShares issued in payment of the Performance Share Award; and (b) do not commit to and are under no obligation to structure the terms of the grant of the RSUs Performance Share Award or any aspect of the Grantee’s your participation in the Plan to reduce or eliminate his or her your liability for Tax-Related Items or to achieve any particular tax result. Further, if the Grantee has If you are or become subject to tax Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable eventjurisdiction, the Grantee acknowledges you acknowledge that the Corporation Company and/or the Employing Company Employer (or former Employing Companyemployer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable event, the Grantee shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employing The Company to satisfy all withholding obligations of the Corporation and/or the Employing Company. In this regard, the Grantee authorizes the Corporation and/or the Employing Company, or their respective agents, at their discretion, is authorized to satisfy the obligations with regard to withholding for any or all applicable Tax-Related Items by one arising from the granting, vesting, or a combination payment of the following methods: (1) Performance Share Award or sale of Shares issued pursuant to the Performance Share Award, as the case may be, by deducting the number of Shares having an aggregate value equal to the amount of Tax-Related Items withholding due from Grantee’s wages a Performance Share Award Share Payout or other cash compensation paid otherwise becoming subject to Grantee current taxation. If the Company satisfies the Tax-Related Items obligation by withholding a number of Shares as described herein, for tax purposes, you shall be deemed to have been issued the Corporation and/or full number of Shares due to you at vesting, notwithstanding that a number of Shares is held back solely for the Employing Company; (2) purpose of such Tax-Related Items withholding. The Company is also authorized to satisfy the actual withholding for any or all Tax-Related Items arising from proceeds the granting, vesting or payment of this Performance Share Award, the sale of Shares issued upon vesting pursuant to the Performance Share Award or hypothetical withholding tax amounts if you are covered under a Company tax equalization policy, as the case may be, by the remittance of the RSUs either through a voluntary required amounts from any proceeds realized upon the open-market sale or through a mandatory of the Shares received in payment of the vested Performance Share Award by you. Such open-market sale arranged by the Corporation (is on Grantee’s your behalf and at your direction pursuant to this authorization) through such means . Furthermore, the Company and/or the Employer are authorized to satisfy the withholding for any or all Tax-Related Items arising from the granting, vesting, or payment of this Performance Share Award, or sale of Shares issued pursuant to the Performance Share Award, as the Corporation case may be, by withholding from your wages, or other cash compensation payable to you by the Company and/or the Employer. If you are subject to the short-swing profit rules of Section 16(b) of the Act, the Participant may elect the form of withholding in advance of any Tax-Related Items withholding event, and in the absence of the Participant’s election, the Company shall deduct the number of Shares having an aggregate value equal to the amount of any withholding for Tax-Related Items due from the Performance Share Award Share Payout, or the Committee may determine that a particular method be used to satisfy any withholding for Tax-Related Items. Shares deducted from the payment of this Performance Share Award in its sole discretion (whether through a broker or otherwise); or (3) satisfaction of Tax-Related Items withholding in Shares to shall be issued upon vesting valued at the Fair Market Value of the RSUsShares received in payment of the vested Performance Share Award on the date as of which the amount giving rise to the withholding requirement first became includible in your gross income under applicable tax laws. To avoid negative accounting treatment, The Company may refuse to issue or deliver the Corporation Shares if you fail to comply with your Tax-Related Items obligations. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates in your jurisdiction(s). If In the event of over-withholding, you may receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent or if not refunded, you may seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay any additional Tax-Related Items are satisfied by withholding in Shares issuable upon vesting of the RSUs, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject directly to the RSUs, notwithstanding that a number of applicable tax authority or to the Shares are held back solely for Company and/or the purpose of paying the Tax-Related ItemsEmployer. Finally, the Grantee You shall pay to the Corporation Company or the Employing Company Employer any amount of Tax-Related Items due as that the Company or the Employer may be required to withhold that cannot be satisfied by the means previously described. If you are covered by a result Company tax equalization policy, you also agree to pay to the Company any additional hypothetical tax obligation calculated and paid under the terms and conditions of any aspect of the Grantee’s participation in the Plan. The Grantee understands that no Shares or proceeds from the sale of Shares shall be delivered to Grantee, notwithstanding the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect theretosuch tax equalization policy.

Withholding Taxes. Regardless of any action the Corporation Company or any Eligible Subsidiary employing the Employing Company Optionee (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social securityinsurance, payroll tax, payment on account or other taxtax related-related withholding items (“TaxTax Related-Related Items”), the Grantee Optionee acknowledges that the ultimate liability for all TaxTax Related-Related Items associated with the Option is and remains his or her the Optionee’s responsibility and may exceed the amount actually withheld by the Corporation or the Employing Company. Furthermore, the Grantee acknowledges Company and that the Corporation and/or Company and the Employing Company Employer (ai) make no representations or undertakings regarding the treatment of any TaxTax Related-Related Items in connection with any aspect of the RSUsOption, including including, but not limited to, the grant, vesting, vesting or settlement exercise of the RSUs or Option, the subsequent sale of SharesShares acquired pursuant to such exercise and the receipt of any dividends; and (bii) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan Option to reduce or eliminate his or her the Optionee’s liability for TaxTax Related-Related Items or to achieve any particular tax resultItems. Further, if the Grantee has become Optionee is subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable eventjurisdiction, the Grantee Optionee acknowledges that the Corporation Company and/or the Employing Company Employer (or former Employing Companyemployer, as applicable) may be required to withhold or account for TaxTax Related-Related Items in more than one jurisdiction. Prior The Optionee shall, no later than the date as of which the value of an Option first becomes includible in the gross income of the Optionee for purposes of Tax Related-Items, pay to the relevant taxable eventCompany and/or the Employer, the Grantee shall pay or make adequate arrangements satisfactory to the Corporation Administrator (in its sole discretion) regarding payment of, all Tax Related-Items required by applicable law to be withheld by the Company and/or the Employing Company Employer with respect to satisfy all withholding the Option. The obligations of the Corporation Company under the Plan shall be conditional on the making of such payments or arrangements, and the Company and/or the Employing CompanyEmployer shall, to the extent permitted by applicable law, have the right to deduct any such Tax Related-Items from any payment of any kind otherwise due to the Optionee. In this regardThe Company shall have the right to require the Optionee to remit to the Company an amount in cash sufficient to satisfy any applicable withholding requirements related thereto. With the approval of the Administrator, the Grantee authorizes Optionee may satisfy the Corporation and/or foregoing requirement by either (i) electing to have the Employing Company withhold from delivery of Shares or (ii) delivering already owned unrestricted Shares, in each case, having a value up to the maximum amount of tax required to be withheld in the applicable jurisdiction (or such other rate that will not cause adverse accounting consequences for the Company, or their respective agents, ). Any such Shares shall be valued at their discretionFair Market Value on the date as of which the amount of Tax Related-Items to be withheld is determined. Such an election may be made with respect to all or any portion of the Shares to be delivered pursuant to the Option. The Company may also use any other method or combination of methods of obtaining the necessary payment or proceeds, as permitted by applicable law, to satisfy the obligations its withholding obligation with regard respect to all applicable Tax-Related Items by one or a combination of the following methods: (1) withholding from Grantee’s wages or other cash compensation paid to Grantee by the Corporation and/or the Employing Company; (2) withholding from proceeds of the sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting of the RSUs. To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding ratesany Option. If the Taxobligation for Tax Related-Related Items are is satisfied by withholding in Shares issuable upon vesting of the RSUsShares, for tax purposes, the Grantee is Optionee shall be deemed to have been issued the full number member of Shares subject to issued upon exercise of the RSUs, Options notwithstanding that a number member of the Shares are held back solely for the purpose of paying the TaxTax Related-Related Items. Finally, the Grantee shall pay to the Corporation or the Employing Company any amount of Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. The Grantee understands that no Shares or proceeds from the sale of Shares shall be delivered to Grantee, notwithstanding the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect thereto.

Withholding Taxes. Regardless of any action the Corporation Company or any Subsidiary employing the Employing Company Optionee (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social securityinsurance, payroll tax, payment on account or other tax-tax related withholding items (“Tax-Tax Related Items”), the Grantee Optionee acknowledges that the ultimate liability for all Tax-Tax Related Items associated with the Option is and remains his or her the Optionee’s responsibility and may exceed the amount withheld by the Corporation or the Employing Company. Furthermore, the Grantee acknowledges that the Corporation Company and/or the Employing Company Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the RSUsOption, including including, but not limited to, the grant, vesting, vesting or settlement exercise of the RSUs or Option, the subsequent sale of SharesShares acquired pursuant to such exercise and the receipt of any dividends or dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan Option to reduce or eliminate his or her the Optionee’s liability for Tax-Tax Related Items or to achieve any particular tax resultItems. Further, if the Grantee Optionee has become subject relocated to tax in more than one a different jurisdiction between the Date date of Grant grant and the date of any relevant taxable event, the Grantee Optionee acknowledges that the Corporation Company and/or the Employing Company Employer (or former Employing Companyemployer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable event, the Grantee Optionee shall pay or make adequate arrangements satisfactory to the Corporation Company and/or the Employing Company Employer (in its sole discretion) to satisfy all withholding and payment on account obligations for Tax Related Items of the Corporation Company and/or the Employing CompanyEmployer. In this regard, the Grantee Optionee authorizes the Corporation Company and/or the Employing CompanyEmployer, or their respective agents, at their in its sole discretion, to satisfy the obligations with regard to all applicable Tax-Tax Related Items legally payable by the Optionee (with respect to the Option granted hereunder as well as any equity awards previously received by the Optionee under any Company stock plan) by one or a combination of the following methodsfollowing: (1i) require the Optionee to pay Tax-Related Items in cash with a cashier’s check or certified check; (ii) withholding cash from Granteethe Optionee’s wages or other cash compensation paid payable to Grantee the Optionee by the Corporation Company and/or the Employing CompanyEmployer; (2iii) accepting from the Optionee the delivery of unencumbered Shares; (iv) withholding from the proceeds of the a broker-dealer sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorizationand remittance procedure as described in Section 4(b) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise)above; or (3v) withholding in Shares otherwise issuable to be issued upon vesting the Optionee, provided that the Company withholds only the amount of Shares necessary to satisfy the RSUs. To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts amount (or other applicable if there is no minimum statutory withholding rates. If amount, such amount as may be necessary to avoid adverse accounting treatment) using the Tax-Related Items are satisfied by withholding in Shares issuable upon vesting of the RSUs, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the RSUs, notwithstanding that a number Fair Market Value of the Shares are held back solely for on the purpose date of paying the Tax-Related Itemsrelevant taxable event. Finally, the Grantee Optionee shall pay to the Corporation Company or the Employing Company Employer any amount of Tax-Tax Related Items due that the Company or the Employer may be required to withhold as a result of any aspect of the GranteeOptionee’s participation in the PlanPlan or the Optionee’s purchase of Shares that are not satisfied by any of the means previously described. For the avoidance of doubt, in no event will the Company and/or the Employer withhold more than the minimum amount of Tax Related Items required by law (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment), nor shall any Optionee have the right to require the Company and/or the Employer to withhold more than such amount. The Grantee understands that no Company may refuse to honor the exercise and refuse to deliver the Shares or proceeds from to the sale of Shares shall be delivered Optionee if the Optionee fails to Grantee, notwithstanding comply with Optionee’s obligations in connection with the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Tax Related Items with respect theretoas described in this Section.

Withholding Taxes. Regardless The Employee acknowledges that regardless of any action taken by the Corporation or Company or, if different, the Employing Company takes with respect to any or Employee’s employer (the “Employer”), the ultimate liability for all income tax, social security, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Employee’s participation in the Plan and legally applicable to the Employee or deemed by the Company or the Employer, in their discretion, to be an appropriate charge to the Employee even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items ) is and remains his or her responsibility and may exceed the amount actually withheld by the Corporation Company or the Employing CompanyEmployer. Furthermore, the Grantee The Employee further acknowledges that the Corporation Company and/or the Employing Company Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsDeferred Stock Units, including the grant, vestingvesting or payment of this Grant, the receipt of any dividends or settlement cash payments in lieu of the RSUs dividends, or the subsequent sale of Sharesshares of Common Stock; and (b) do not commit to and are under no obligation to structure the terms of the grant of the RSUs Deferred Stock Units or any aspect of the GranteeEmployee’s participation in the Plan to reduce or eliminate his or her liability for Tax-Related Items or to achieve any particular tax result. Further, if the Grantee has become Employee becomes subject to tax any Tax-Related Items in more than one jurisdiction between the Grant Date of Grant and the date of any relevant taxable event, the Grantee Employee acknowledges that the Corporation Company and/or the Employing Company Employer (or former Employing Companyemployer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. Prior The Employee acknowledges and agrees that the Company may refuse to issue or deliver shares of Common Stock upon vesting of the Deferred Stock Units if Employee fails to comply with his or her Tax-Related Items obligations or the Company has not received payment in a form acceptable to the relevant taxable eventCompany for all applicable Tax-Related Items, as well as amounts due to the Grantee shall pay Company as “theoretical taxes”, if applicable, pursuant to the then-current international assignment and tax and/or social insurance equalization policies and procedures of the Mondelēz Group, or make adequate arrangements satisfactory to the Corporation and/or Company for the Employing Company to satisfy all withholding obligations of the Corporation and/or the Employing Companypayment thereof have been made. In this regard, the Grantee Employee authorizes the Corporation Company and/or the Employing CompanyEmployer, in their sole discretion and without any notice or their respective agents, at their discretionfurther authorization by the Employee, to satisfy the obligations with regard to all applicable Tax-Related Items legally due by one the Employee (or a combination of otherwise due by the following methods: (1Employee as set forth in this Section 5) withholding and any theoretical taxes from Granteethe Employee’s wages or other cash compensation paid to Grantee by the Corporation Company and/or the Employing Company; (2) withholding Employer or from proceeds of the sale of Shares the shares of Common Stock issued upon vesting of the RSUs either through a voluntary sale Deferred Stock Units. Alternatively, or through a mandatory sale arranged by in addition, the Corporation Company may (i) deduct the number of Deferred Stock Units having an aggregate value equal to the amount of Tax-Related Items and any theoretical taxes due from the total number of Deferred Stock Units awarded, vested, paid or otherwise becoming subject to current taxation; (ii) instruct the broker it has selected for this purpose (on Granteethe Employee’s behalf and at the Employee’s direction pursuant to this authorizationauthorization without further consent) through such means as to sell any shares of Common Stock that the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued Employee acquires upon vesting of the RSUsDeferred Stock Units to meet the Tax-Related Items withholding obligation and any theoretical taxes, except to the extent that such a sale would violate any U.S. federal securities law or other applicable law; and/or (iii) satisfy the Tax-Related Items and any theoretical taxes arising from the granting or vesting of this Grant, as the case may be, through any other method established by the Company. To avoid negative accounting treatmentNotwithstanding the foregoing, if the Employee is subject to the short-swing profit rules of Section 16(b) of the Exchange Act, the Corporation Employee may elect the form of withholding in advance of any Tax-Related Items or any theoretical taxes withholding event and in the absence of the Employee’s election, the Company will withhold in Deferred Stock Units upon the relevant withholding event or the Committee may determine that a particular method be used to satisfy any required withholding. Finally, the Employee agrees to pay to the Company or the Employer any amount of Tax-Related Items and any theoretical taxes that the Company or the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan that cannot be satisfied by the means previously described. Depending upon the withholding method, the Company may withhold or account for Tax-Related Items and any theoretical taxes by considering applicable minimum statutory withholding amounts (in accordance with Section 14(d) of the Plan) or other applicable withholding rates, including maximum applicable rates, in which case the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent shares of Common Stock. If the obligation for Tax-Related Items are is satisfied by withholding in Shares issuable upon vesting of the RSUsDeferred Stock Units, for tax purposes, the Grantee Employee is deemed to have been issued the full number of Shares subject to shares of Common Stock underlying the RSUsGrant, notwithstanding that a number of the Shares Deferred Stock Units are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall pay to the Corporation or the Employing Company Items and/or any amount of Tax-Related Items theoretical taxes due as a result of any aspect of the GranteeEmployee’s participation in the Plan. The Grantee understands that no Shares or proceeds from the sale of Shares shall be delivered to Grantee, notwithstanding the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect thereto.

Withholding Taxes. Regardless The Employee acknowledges that, regardless of any action taken by the Corporation or Company or, if different, the Employing Company takes with respect to any or Employee’s employer (the “Employer”), the ultimate liability for all income tax, social securityinsurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Employee’s participation in the Plan and legally applicable to the Employee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains his or her the Employee’s responsibility and may exceed the amount actually withheld by the Corporation Company or the Employing CompanyEmployer. Furthermore, the Grantee The Employee further acknowledges that the Corporation Company and/or the Employing Company Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsAward, including the grant, vesting, vesting or settlement payment of the RSUs Award, the receipt of any dividends or the subsequent sale of Sharesshares of Common Stock; and (b) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan Restricted Shares to reduce or eliminate his or her the Employee’s liability for Tax-Related Items or to achieve any particular tax result. Further, Further if the Grantee has become Employee becomes subject to tax any Tax-Related Items in more than one jurisdiction (including jurisdictions outside the United States) between the Date date of Grant grant and the date of any relevant taxable event, event the Grantee Employee acknowledges that the Corporation Company and/or the Employing Company Employer (or former Employing Companyemployer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. Prior The Employee acknowledges and agrees that the Company shall not be required to lift the restrictions on the Restricted Shares unless it has received payment in a form acceptable to the relevant taxable eventCompany for all applicable Tax-Related Items, as well as amounts due to the Grantee shall pay Company as “theoretical taxes”, if applicable, pursuant to the then-current international assignment and tax and/or social insurance equalization policies and procedures of the Mondelēz Group, or make adequate arrangements satisfactory to the Corporation and/or Company for the Employing Company to satisfy all withholding obligations of the Corporation and/or the Employing Companypayment thereof have been made. In this regard, the Grantee Employee authorizes the Corporation Company and/or the Employing CompanyEmployer, in their sole discretion and without any notice or their respective agents, at their discretionfurther authorization by the Employee, to satisfy the obligations with regard to withhold all applicable Tax-Related Items legally due by one or a combination of the following methods: (1) withholding Employee and any theoretical taxes from Granteethe Employee’s wages or other cash compensation paid to Grantee by the Corporation Company and/or the Employing CompanyEmployer. Alternatively, or in addition, the Company may (i) deduct the number of Restricted Shares having an aggregate value equal to the amount of Tax-Related Items and any theoretical taxes due from the total number of Restricted Shares awarded, vested, paid or otherwise becoming subject to current taxation; (2ii) withholding from proceeds of instruct the sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation broker whom it has selected for this purpose (on Granteethe Employee’s behalf and at the Employee’s direction pursuant to this authorization) through to sell the Restricted Shares to meet the Tax-Related Items withholding obligation and any theoretical taxes, except to the extent that such means a sale would violate any U.S. Federal Securities law or other applicable law; and/or (iii) satisfy the Tax-Related Items and any theoretical taxes arising from the granting or vesting of this Award, as the Corporation case may be, through any other method established by the Company. Notwithstanding the foregoing, if the Employee is subject to the short-swing profit rules of Section 16(b) of the Exchange Act, the Employee may elect the form of withholding in advance of any Tax-Related Items withholding event and in the absence of the Employee’s election, the Company will withhold in Restricted Shares upon the relevant withholding event or the Committee may determine that a particular method be used to satisfy any Tax Related Items withholding. Restricted Shares deducted from this Award in its sole discretion (whether through a broker or otherwise); or (3) satisfaction of withholding in Shares to tax requirements shall be issued upon vesting valued at the Fair Market Value of the RSUsCommon Stock received in payment of vested Restricted Shares on the date as of which the amount giving rise to the withholding requirement first became includible in the gross income of the Employee under applicable tax laws. To avoid any negative accounting treatment, the Corporation Company may withhold or account for Tax-Related Items or theoretical taxes by considering applicable minimum statutory withholding amounts (in accordance with Section 13(d) of the Plan) or other applicable withholding rates. If the obligation for Tax-Related Items are is satisfied by withholding in Shares issuable upon vesting of the RSUsRestricted Shares, for tax purposes, the Grantee Employee is deemed to have been issued the full number of Shares subject to shares of Common Stock underlying the RSUsAward, notwithstanding that a number of the Restricted Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall pay to the Corporation or the Employing Company any amount of Tax-Related Items due as a result of any aspect of the GranteeEmployee’s participation in the Plan. The Grantee understands that no Shares Finally, the Employee agrees to pay to the Company or proceeds from the sale Employer any amount of Shares shall be delivered to Grantee, notwithstanding the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect theretoand any theoretical taxes that the Company or the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan that cannot be satisfied by the means previously described.

Withholding Taxes. Regardless Optionee acknowledges that, regardless of any action taken by the Corporation or the Employing Company takes with respect to any or all income taxCompany, social security, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Option, including, without limitation, (i) all Taxfederal, state, and local taxes (including Optionee’s Federal Insurance Contributions Act (FICA) obligations) that are required to be withheld by the Company or other payment of tax-Related Items related items related to Optionee’s participation in the Plan and legally applicable to Optionee; (ii) Optionee’s and, to the extent required by the Company, the Company’s fringe benefit tax liability, if any, associated with the grant, vesting, or exercise of the Option or sale of Shares; and (iii) any other Company taxes the responsibility for which Optionee has, or has agreed to bear, with respect to the Option (or exercise thereof or issuance of Shares thereunder) (collectively, the “Tax Obligations”), is and remains his or her Optionee’s sole responsibility and may exceed the amount actually withheld by the Corporation or the Employing Company. Furthermore, the Grantee Optionee further acknowledges that the Corporation and/or the Employing Company does not (aA) make no any representations or undertakings regarding the treatment of any Tax-Related Items Tax Obligations in connection with any aspect of the RSUsOption, including including, but not limited to, the grant, vesting, vesting or settlement exercise of the RSUs or Option, the subsequent sale of Shares; Shares acquired pursuant to such exercise and the receipt of any dividends or other distributions, and (bB) do not commit make any commitment to and are is under no any obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan Option to reduce or eliminate his or her Optionee’s liability for Tax-Related Items Tax Obligations or to achieve any particular tax result. Further, if the Grantee has become Optionee is subject to tax Tax Obligations in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, the Grantee as applicable, Optionee acknowledges that the Corporation and/or the Employing Company (or former Employing Companyemployer, as applicable) may be required to withhold or account for Tax-Related Items Tax Obligations in more than one jurisdiction. Prior Optionee agrees to make appropriate arrangements with the Company (or the Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements applicable to the relevant taxable event, Option exercise. Optionee acknowledges and agrees that the Grantee shall pay or make adequate arrangements satisfactory Company may refuse to honor the Corporation and/or the Employing Company exercise and refuse to satisfy all withholding obligations of the Corporation and/or the Employing Company. In this regard, the Grantee authorizes the Corporation and/or the Employing Company, or their respective agents, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: (1) withholding from Grantee’s wages or other cash compensation paid to Grantee by the Corporation and/or the Employing Company; (2) withholding from proceeds of the sale of deliver Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorization) through if such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting of the RSUs. To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If are not delivered at the Tax-Related Items are satisfied by withholding in Shares issuable upon vesting time of the RSUs, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall pay to the Corporation or the Employing Company any amount of Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. The Grantee understands that no Shares or proceeds from the sale of Shares shall be delivered to Grantee, notwithstanding the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect theretoexercise.

Withholding Taxes. Regardless of any action the Corporation or the Employing Company takes with respect to any or all income tax, social security, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains his or her responsibility and may exceed the amount withheld by the Corporation or the Employing Companyresponsibility. Furthermore, the Grantee acknowledges that the Corporation and/or the Employing Company (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsRestricted Stock Grant, including the grant, vesting, grant or settlement vesting of the RSUs Restricted Stock, the receipt of dividends or the subsequent sale of Shares; and (b) do not commit to and are under no obligation to structure the terms of the grant of the RSUs Restricted Stock Grant or any aspect of the Grantee’s participation in the Plan to reduce or eliminate his or her liability for Tax-Related Items or to achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Grantee acknowledges that the Corporation and/or the Employing Company (or former Employing Company, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdictionItems. Prior to the relevant taxable event, the Grantee shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employing Company to satisfy all withholding obligations of the Corporation and/or the Employing Company. In this regard, the Grantee shall pay any Tax-Related Items directly to the Corporation or the Employing Company in cash upon request and, if permitted by the Corporation, the Grantee may pay the Tax-Related Items by delivering to the Corporation shares of its common stock having a Fair Market Value (as defined in the Plan) equal to the amount of the obligation for Tax-Related Items to be so satisfied. In addition, the Grantee authorizes the Corporation and/or the Employing Company, or their respective agents, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: (1) withholding from Grantee’s wages or other cash compensation paid to Grantee by the Corporation and/or the Employing Company; (2) withholding from proceeds of selling or arranging for the sale of a sufficient number of unrestricted Shares issued to be delivered to the Grantee upon vesting of under Section 6 above, on the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf and at the Grantee’s direction pursuant to this authorization) , through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise)) with a Fair Market Value equal to the amount required to be withheld; or (3) withholding Shares from the Restricted Stock held in Shares custody by the Corporation with a Fair Market Value equal to be issued upon vesting the amount of the RSUs. To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable aggregate minimum statutory withholding amounts or other applicable withholding rates. If the Tax-Related Items are satisfied by withholding in Shares issuable upon vesting of the RSUs, minimum obligation for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall pay to the Corporation or the Employing Company any amount of Tax-Related Items due that the Corporation or the Employing Company may be required to withhold as a result of any aspect of the Grantee’s participation in the PlanPlan or Grantee’s acquisition of Shares that cannot be satisfied by the means previously described. The Grantee understands that no Shares or proceeds from the sale of Shares shall be delivered to Grantee, notwithstanding the lapse of the restrictions on the RSUsthereon, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect theretothereto as provided herein.

Withholding Taxes. Regardless of any action the Corporation Company or the Employing Company Related Entity that is Participant’s employer (the “Employer”) takes with respect to any or all income tax, social securityinsurance, payroll tax, payment on account or other tax-related withholding items related to Participant’s participation in the Plan and legally applicable to Participant, or deemed by the Company or the Employer to be an appropriate charge to Participant even if technically due by the Company of the Employer (“Tax-Related Items”), the Grantee Participant hereby acknowledges that the ultimate liability for all Tax-Related Items is and remains his or her Participant’s responsibility and may exceed the amount actually withheld by the Corporation Company or the Employing CompanyEmployer. Furthermore, the Grantee Participant further acknowledges that the Corporation Company and/or the Employing Company Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsOption grant, including including, but not limited to, the grant, vesting, vesting or settlement exercise of the RSUs or Option, the issuance of Shares pursuant to such exercise, the subsequent sale of SharesShares acquired pursuant to such exercise and the receipt of any dividends; and (b2) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan Option to reduce or eliminate his or her Participant’s liability for Tax-Related Items or to achieve any a particular tax result. Further, if the Grantee has become Participant is subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable eventjurisdiction, the Grantee Participant acknowledges that the Corporation Company and/or the Employing Company Employer (or former Employing Companyemployer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the any relevant taxable or tax withholding event, the Grantee Participant shall pay or make adequate arrangements satisfactory to the Corporation Company and/or the Employing Company Employer to satisfy all withholding obligations of the Corporation and/or the Employing CompanyTax-Related Items. In this regard, the Grantee Participant authorizes the Corporation Company and/or the Employing Company, Employer or their respective agents, at in their discretionsole discretion and without any notice or authorization by Participant, to satisfy the any applicable witholding obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: following: (1) withholding from GranteeParticipant’s wages or other cash compensation paid to Grantee Participant by the Corporation Company and/or the Employing CompanyEmployer; or (2) withholding from proceeds of the sale of Shares issued acquired upon vesting exercise of the RSUs Option, either through a voluntary sale or through a mandatory sale arranged by the Corporation Company (on GranteeParticipant’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwiseauthorization without further consent); or or (3) withholding in Shares to be issued upon vesting exercise of the RSUsOption. To avoid negative accounting treatmentDepending upon the withholding method, the Corporation Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent Shares. If the obligation for Tax-Related Items are is satisfied by withholding in Shares issuable upon vesting of the RSUsShares, for tax purposes, the Grantee purposes Participant is deemed to have been issued the full number of Shares subject to the RSUsExercised Shares, notwithstanding that a number of the Exercised Shares are is held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall pay to the Corporation or the Employing Company any amount of Tax-Related Items due as a result of any aspect of the GranteeParticipant’s participation in the Plan. The Grantee understands No fractional Shares will be withheld or issued pursuant to the exercise of an Option and the issuance of Shares thereunder. Finally, Participant shall pay to the Company or the Employer any amount of Tax-Related Items that no the Company or the Employer may be required to withhold or account for as a result of Participant’s participation in the Plan or Participant’s purchase of Shares that cannot be satisfied by the means previously described. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares or the proceeds from the sale of Shares shall be delivered if Participant fails to Grantee, notwithstanding comply with Participant’s obligations in connection with the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect thereto.as described in this section F.

Withholding Taxes. (a) Regardless of any action the Corporation or Company and/or the Employing Company Employer, if different, takes with respect to any or all income taxtax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social securityinsurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Grantee Participant acknowledges that the ultimate liability for all Tax-Related Items legally applicable to the Participant is and remains his or her the Participant’s responsibility and may exceed the amount actually withheld by the Corporation Company or the Employing CompanyEmployer. Furthermore, the Grantee The Participant further acknowledges that the Corporation and/or Company and the Employing Company Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant, vesting, or settlement grant of the RSUs or RSUs, the vesting of the RSUs, the subsequent sale of Sharesany Shares acquired pursuant to the RSUs and the receipt of any dividends; and (bii) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan RSUs to reduce or eliminate his or her the Participant’s liability for Tax-Related Items or to achieve any particular tax result. Further, if the Grantee has become Participant becomes subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee Participant acknowledges that the Corporation Company and/or the Employing Company (or former Employing Company, as applicable) Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to the any relevant taxable or tax withholding event, as applicable, the Grantee shall Participant will pay or make adequate arrangements satisfactory to the Corporation and/or the Employing Company to satisfy all withholding obligations of the Corporation and/or the Employing CompanyTax-Related Items. In this regard, the Grantee Participant authorizes the Corporation Company and/or the Employing CompanyEmployer, or their respective agents, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: methods set forth below: (1i) withholding the Company may withhold a sufficient number of whole Shares otherwise issuable upon the vesting of the RSUs that have an aggregate Fair Market Value (as defined under the Plan) sufficient to pay the minimum Tax-Related Items required to be withheld with respect to the Shares. The cash equivalent of the Shares withheld will be used to settle the obligation to withhold the Tax-Related Items (determined by reference to the closing price of the Common Stock on the NASDAQ Global Select Market on the applicable vesting date). (ii) the Company may, in its discretion, withhold any amount necessary to pay the Tax-Related Items from Granteethe Participant’s wages salary or other cash compensation paid amounts payable to Grantee by the Corporation and/or Participant; or (iii) the Employing Company; (2) withholding Company may withhold from proceeds of the sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation Company (on Granteethe Participant’s behalf pursuant to this authorization) ). In the event the withholding requirements are not satisfied through such means as the Corporation may determine in its sole discretion (whether withholding of Shares or through a broker the Participant’s salary or otherwise); or (3) withholding in other amounts payable to the Participant, no Shares to will be issued upon vesting of the RSUs. To avoid negative accounting treatment, RSUs unless and until satisfactory arrangements (as determined by the Corporation may withhold or account for Compensation Committee of the Board of Directors) have been made by the Participant with respect to the payment of any Tax-Related Items by considering applicable minimum statutory which the Company and/or the Employer determine, in each of its sole discretion, must be withheld or collected with respect to such RSUs. No fractional Shares will be withheld or issued pursuant to the grant of the RSUs and the issuance of Shares hereunder. By accepting this grant of RSUs, the Participant expressly consents to the withholding amounts or of Shares and/or cash as provided for hereunder. All other applicable withholding rates. If the Tax-Related Items are satisfied by withholding in Shares issuable upon vesting of the RSUs, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject related to the RSUs, notwithstanding that a number of RSUs and any Shares delivered in payment thereof are the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall pay to the Corporation or the Employing Company any amount of Tax-Related Items due as a result of any aspect of the GranteeParticipant’s participation in the Plan. The Grantee understands that no Shares or proceeds from the sale of Shares shall be delivered to Grantee, notwithstanding the lapse of the restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect theretosole responsibility.